Exhibit 31.2

                CERTIFICATE OF THE CHIEF FINANCIAL OFFICER
                        OF EPOCH HOLDING CORPORATION

I, Adam Borak, certify that:

     (1)  I have reviewed this quarterly report on Form 10-Q of Epoch
          Holding Corporation;

     (2)  Based on my knowledge, this report does not contain any untrue
          statement of a material fact or omit to state a material fact
          necessary to make the statements made, in light of the
          circumstances under which such statements were made, not
          misleading with respect to the period covered by this
          quarterly report; and

     (3)  Based on my knowledge, the financial statements, and other
          financial information included in this report, fairly present in
          all material respects the financial condition, results of
          operations and cash flows of registrant as of, and for, the
          periods presented in this report; and

     (4)  The registrant's other certifying officer and I are responsible
          for establishing and maintaining disclosure controls and
          procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-
          15(e)) for the registrant and have:

          (a)  designed such disclosure controls and procedures, or caused
               such disclosure controls and procedures to be designed under
               our supervision, to ensure that material information
               relating to the registrant, including its consolidated
               subsidiaries, is made known to us by others within those
               entities, particularly during the period in which this
               report is being prepared;

          (b)  [paragraph omitted in accordance with SEC transition
               instructions contained in SEC release 34-47986] and

          (c)  evaluated the effectiveness of the registrant's disclosure
               controls and procedures and presented in this report our
               conclusions about the effectiveness of the disclosure
               controls and procedures, as of the end of the period covered
               by this report based on such evaluation; and

          (d)  disclosed in this report any change in the registrant's
               internal control over financial reporting that occurred
               during the registrant's most recent fiscal quarter (the
               registrant's fourth annual quarter in the case of an annual
               report) that has materially affected, or is reasonably
               likely to materially affect, the registrant's internal
               control over financial reporting; and

     (5)  The registrant's other certifying officer and I have disclosed,
          based on our most recent evaluation of internal control over
          financial reporting, to the registrant's auditors and the audit
          committee of the registrant's board of directors (or persons
          performing the equivalent function):

          (a)  all significant deficiencies and material weaknesses in the
               design or operation of internal control over financial
               reporting which are reasonably likely to adversely affect
               the registrant's ability to record, process, summarize and
               report financial information; and

          (b)  any fraud, whether or not material, that involves management
               or other employees who have a significant role in the
               registrant's internal controls over financial reporting.



Dated:  February 14, 2006              By:  /s/ Adam Borak
                                       _____________________________
                                       Adam Borak
                                       Chief Financial Officer
                                       (Principal Financial Officer)