**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**Washington,
      D.C. 20549**







**FORM
      10-Q**




**(Mark
      One)**


þ
            **QUARTERLY
                REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
                ACT OF
                1934**




**For
      the quarterly period ended September 30, 2008**




**OR**




o
            **TRANSITION
                REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
                ACT OF
                1934**




**For
      the transition period
      from_________________ to_________________**




**Commission
      file number: 1-9728**











**EPOCH
      HOLDING CORPORATION**


(Exact
      name of registrant as specified in its charter)




**Delaware**
            
            **20-1938886**(State
                or other jurisdiction
            
            (I.R.S.
                employerof
                incorporation or organization)
            
            identification
                no.)




**640
      Fifth Avenue, New York, NY 10019**


(Address
      of principal executive offices)




**212-303-7200**


(Registrant's
      telephone number, including area code)




Indicate
      by check mark whether the registrant (1) has filed all reports required to
      be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
      during the preceding 12 months (or for such shorter period that the registrant
      was required to file such reports), and (2) has been subject to such filing
      requirements for the past 90 days. Yes þ No o


Table
          of
          Contents





Indicate
      by check mark whether the registrant is a large accelerated filer, an
      accelerated filer, a non-accelerated filer, or a smaller reporting
      company.  See the definitions of “large accelerated filer,” “accelerated
      filer,” “non-accelerated filer” and “smaller reporting company” in
      Rule 12b-2 of the Exchange Act.





Large
                Accelerated
              Filero
            Accelerated
                Filerþ
            Non-Accelerated
                Filero
                (Do
                  not check if Smaller
                Reporting
                  Company)
            Smaller
                Reporting
              Companyo




Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act). Yes o No þ




As
      of
      November 5, 2008, there were 22,044,614 shares of the Company's common stock,
      $.01 par value per share, outstanding.


2
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**EPOCH
      HOLDING CORPORATIONAND
      SUBSIDIARIES**


**FORM
      10-Q FOR THE FISCAL QUARTER ENDED SEPTEMBER 30, 2008**




**TABLE
      OF CONTENTS**




**Page No.**Part
                I.
            Financial
                InformationItem
                1.
            Financial
                Statements.
            1Condensed
                Consolidated Balance Sheets –September 30, 2008
                (Unaudited) and June 30, 2008
            1Condensed
                Consolidated Statements of Operations (Unaudited) -
                Three Months Ended September 30, 2008 and 2007
            2Condensed
                Consolidated Statements of Changes in Stockholders' Equity - For the
                Year Ended June 30, 2008 and Three Months Ended September 30, 2008
                (Unaudited)
            3Condensed
                Consolidated Statements of Cash Flows (Unaudited) -
                Three Months Ended September 30, 2008 and 2007
            4Notes
                to Condensed Consolidated Financial
                Statements (Unaudited)
            5-16Item
                2.
            Management's
                Discussion and Analysis of Financial Condition
                and Results of Operations.
            17-34Item
                3.
            Quantitative
                and Qualitative Disclosures About Market
                Risk.
            34-35Item
                4.
            Controls
                and Procedures.
            35-36Part
                II.
            Other
                Information
            37Item
                1.
            Legal
                Proceedings.
            37Item1a.
            Risk
                Factors.
            37Item
                2.
            Unregistered
                Sales of Equity Securities and Use of Proceeds.
            37-38Item
                5.
            Other
                Information.
            38Item
                6.
            Exhibits.
            38Signature
            
            38


Items
      other than those listed above have been omitted because they are not
      applicable.


3
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**PART
      I. FINANCIAL INFORMATION**


**Item
      1. Financial Statements.**





**EPOCH
      HOLDINGCORPORATION AND
      SUBSIDIARIES**


**CONDENSED
      CONSOLIDATED BALANCE SHEETS**


***(
      in thousands, except share data)***





**September 30,**
            
            **June 30,****2008**
            
            **2008****(Unaudited)****ASSETS****Current
                assets:**Cash
                and cash equivalents
            
            $
            35,035
            
            $
            37,436Accounts
                receivable
            
            
            6,201
            
            
            6,391Prepaid
                and other current assets
            
            
            2,386
            
            
            926Total
                current assets
            
            
            43,622
            
            
            44,753Property
                and equipment (net of accumulated depreciation of $1,475 and $1,369,
                respectively)
            
            
            1,595
            
            
            1,689Security
                deposits
            
            
            1,110
            
            
            1,104Deferred
                income taxes
            
            
            2,844
            
            
            2,844Other
                investments (cost of $3,882 and $4,187, respectively) - (**Note
                5**)
            
            
            3,339
            
            
            3,959Total
                assets
            
            $
            52,510
            
            $
            54,349**LIABILITIES
                AND STOCKHOLDERS' EQUITY****Current
                liabilities:**Accounts
                payable and accrued liabilities
            
            $
            1,019
            
            $
            884Accrued
                compensation and benefits
            
            
            3,851
            
            
            5,630Income
                taxes payable
            
            
            -
            
            
            1,447Total
                current liabilities
            
            
            4,870
            
            
            7,961Deferred
                rent
            
            
            792
            
            
            813Subtenant
                security deposit
            
            
            231
            
            
            230Total
                liabilities
            
            
            5,893
            
            
            9,004**Commitments
                and contingencies - (Note 6)****Stockholders'
                equity:**Preferred
                stock, series A convertible, $1 par value per share, 1,000,000 shares
                authorized: -0- and 10,000 shares issued and outstanding at September
                30,
                2008 and June 30, 2008 respectively - (**Note
                7**)
            
            
            -
            
            
            10Common
                stock, $0.01 par value per share, 60,000,000 shares authorized; 22,202,814
                issued and 22,082,468 outstanding at September 30, 2008 and 20,299,585
                issued and 20,290,685 outstanding at June 30, 2008
            
            
            222
            
            
            203Additional
                paid-in capital
            
            
            54,116
            
            
            50,047Retained
                earnings
            
            
            616
            
            
            698Unearned
                share-based compensation
            
            
            (6,586
            )
            
            (5,302
            )Accumulated
                other comprehensive income (loss)
            
            
            (543
            )
            
            (228
            )Treasury
                stock, at cost - 120,346 and 8,900 shares at September 30, 2008 and
                at
                June 30, 2008, respectively - (**Note
                6**)
            
            
            (1,208
            )
            
            (83
            )Total
                stockholders' equity
            
            
            46,617
            
            
            45,345Total
                liabilities and stockholders' equity
            
            $
            52,510
            
            $
            54,349





*The
      accompanying notes are an integral part of these condensed consolidated
      financial statements.*


1
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          of
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**EPOCH
      HOLDINGCORPORATION AND SUBSIDIARIES**


**CONDENSED
      CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)**


***(in
      thousands, except per share data)***





**Three Months Ended****September 30,****2008**
            
            **2007****Revenues:**Investment
                advisory and management fees
            
            $
            8,478
            
            $
            7,877**Operating
                expenses:**Employee
                related costs (excluding share-based compensation)
            
            
            4,117
            
            
            4,249Share-based
                compensation
            
            
            1,330
            
            
            1,075General,
                administrative and occupancy
            
            
            1,352
            
            
            1,384Professional
                service fees
            
            
            719
            
            
            757Depreciation
                and amortization
            
            
            106
            
            
            104Total
                operating expenses
            
            
            7,624
            
            
            7,569**Operating
                income**
            
            
            854
            
            
            308**Other
                income (loss): - (Note 9)**Realized
                (losses) gains on investments
            
            
            (257
            )
            
            866Interest
                and other income
            
            
            291
            
            
            517Total
                other income
            
            
            34
            
            
            1,383**Income before
                income taxes**
            
            
            888
            
            
            1,691Provision
                for (benefit from) income taxes - (**Note
                10**)
            
            
            306
            
            
            (406
            )**Net
                income**
            
            
            582
            
            
            2,097Cumulative
                preferred stock dividends - (**Note
                11**)
            
            
            -
            
            
            (115
            )**Net
                income available to common****stockholders
                for basic earnings per share**
            
            $
            582
            
            $
            1,982**Earnings
                per share - (Note 11)**Basic
            
            $
            0.03
            
            $
            0.10Diluted
            
            $
            0.03
            
            $
            0.10**Weighted
                Average Shares Outstanding:**Basic
            
            
            22,077
            
            
            20,051Diluted
            
            
            22,104
            
            
            21,816Cash
                dividends declared and paid per common share
            
            $
            0.03
            
            $
            -





*The
      accompanying notes are an integral part of these condensed consolidated
      financial statements.*


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**EPOCH
      HOLDING CORPORATION AND SUBSIDIARIES**


**CONDENSED
      CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY**


**FOR
      THE YEAR ENDED JUNE 30, 2008 AND THREE MONTHS ENDED SEPTEMBER 30,
      2008**


***(Dollars
      and shares in thousands, except per share data)***





**Retained**
            
            
            
            **Accumulated****Preferred
                Stock**
            
            
            
            
            
            **Additional**
            
            **Earnings**
            
            **Unearned**
            
            **Other**
            
            
            
            
            
            **Total****Series
                A Convertible**
            
            **Common
                Stock**
            
            **Paid-in**
            
            **(Accumulated**
            
            **Share-Based**
            
            **Comprehensive**
            
            **Treasury
                Stock**
            
            **Stockholders'****Shares**
            
            **Amount**
            
            **Shares**
            
            **Amount**
            
            **Capital**
            
            **Deficit)**
            
            **Compensation**
            
            **Income
                (Loss)**
            
            **Shares**
            
            **Amount**
            
            **Equity****Balances
                at June 30, 2007**
            
            
            10
            
            $
            10
            
            
            19,935
            
            $
            199
            
            $
            43,852
            
            $
            (6,357
            )
            $
            (4,763
            )
            $
            2,502
            
            
            -
            
            $
            -
            
            $
            35,443Net
                income
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            9,036
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            9,036Net
                unrealized gains on marketable securities
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            864
            
            
            
            
            
            
            
            
            864Reclassification
                for gains included in net income
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            (3,594
            )
            
            
            
            
            
            
            
            (3,594
            )*Comprehensive
                income*
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            6,306Issuance
                and forfeitures of restricted common stock
            
            
            
            
            
            
            
            
            364
            
            
            4
            
            
            4,711
            
            
            -
            
            
            (4,380
            )
            
            
            
            
            -
            
            
            -
            
            
            335Amortization
                of unearned share-based compensation
            
            
            
            
            
            
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            3,841
            
            
            
            
            
            -
            
            
            -
            
            
            3,841Preferred
                stock dividends
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            (460
            )
            
            
            
            
            
            
            
            
            
            
            
            
            
            (460
            )Common
                stock dividends ($0.075 per share)
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            (1,521
            )
            
            
            
            
            
            
            
            
            
            
            
            
            
            (1,521
            )Income
                tax benefit from dividends paid on unvested shares
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            43
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            43Net
                loss on sales of shares for employee withholding
            
            
            
            
            
            
            
            
            
            
            (133
            )
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            (133
            )Common
                shares repurchased
            
            
            
            
            
            
            
            
            (9
            )
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            9
            
            
            (83
            )
            
            (83
            )Excess
                income tax benefit from vesting of restricted shares
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            1,574
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            1,574**Balances
                at June 30, 2008**
            
            
            10
            
            
            10
            
            
            20,290
            
            
            203
            
            
            50,047
            
            
            698
            
            
            (5,302
            )
            
            (228
            )
            
            9
            
            
            (83
            )
            
            45,345Net
                income
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            582
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            582Net
                unrealized losses on other investments
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            (572
            )
            
            
            
            
            
            
            
            (572
            )Reclassification
                for losses included in net income
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            257
            
            
            
            
            
            
            
            
            257*Comprehensive
                income -*(**Note 12***)*
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            267Issuance
                and forfeitures of restricted common stock
            
            
            
            
            
            
            
            
            237
            
            
            2
            
            
            2,612
            
            
            -
            
            
            (2,331
            )
            
            
            
            
            -
            
            
            -
            
            
            283Amortization
                of unearned share-based compensation
            
            
            
            
            
            
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            1,047
            
            
            
            
            
            -
            
            
            -
            
            
            1,047Conversion
                of preferred stock - (**Note 7**)
            
            
            (10
            )
            
            (10
            )
            
            1,667
            
            
            17
            
            
            (7
            )
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            -Common
                stock dividends ($0.03 per share)
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            (664
            )
            
            
            
            
            
            
            
            
            
            
            
            
            
            (664
            )Income
                tax benefit from dividends paid on unvested shares
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            18
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            18Net
                loss on sales of shares for employee withholding
            
            
            
            
            
            
            
            
            
            
            (67
            )
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            (67
            )Common
                shares repurchased
            
            
            
            
            
            
            
            
            (111
            )
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            111
            
            
            (1,125
            )
            
            (1,125
            )Excess
                income tax benefit from vesting of restricted shares
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            1,513
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            1,513**Balances
                at September 30, 2008 (unaudited)**
            
            
            -
            
            $
            -
            
            
            22,083
            
            $
            222
            
            $
            54,116
            
            $
            616
            
            $
            (6,586
            )
            $
            (543
            )
            
            120
            
            $
            (1,208
            )
            $
            46,617




*The
      accompanying notes are an integral part of these condensed consolidated
      financial statements.*


3
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          of
          Contents





**EPOCH
      HOLDINGCORPORATION AND SUBSIDIARIES**


**CONDENSED
      CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)**


***(
      in thousands)***





**Three
                Months Ended****September
                30,****2008**
            
            **2007****Cash
                flows from operating activities:**Net
                income
            
            $
            582
            
            $
            2,097Adjustments
                to reconcile net income to net cash (used in)/ provided by operating
                activities:Benefit
                for deferred income taxes
            
            
            -
            
            
            (759
            )Share-based
                compensation
            
            
            1,330
            
            
            1,075Depreciation
                and amortization
            
            
            106
            
            
            104Realized
                losses/ (gains) on investments
            
            
            257
            
            
            (866
            )Loss
                from equity method investment
            
            
            58
            
            
            -Income
                tax benefit from payment of dividends on unvested shares
            
            
            (18
            )
            
            -Excess
                income tax benefit from vesting of restricted shares
            
            
            (1,513
            )
            
            (353
            )Decrease/
                (increase) in operating assets:Accounts
                receivable
            
            
            190
            
            
            501Prepaid
                and other current assets
            
            
            (435
            )
            
            (692
            )Increase/
                (decrease) in operating liabilities:Accounts
                payable and accrued liabilities
            
            
            135
            
            
            (68
            )Accrued
                compensation and benefits
            
            
            (1,779
            )
            
            1,930Income
                taxes payable
            
            
            (1,141
            )
            
            254Deferred
                rent
            
            
            (21
            )
            
            (21
            )**Net
                cash (used in)/ provided by operating activities**
            
            
            (2,249
            )
            
            3,202**Cash
                flows from investing activities:**Proceeds
                from other transactions - (**Note
                9b**)
            
            
            200
            
            
            -Capital
                expenditures
            
            
            (12
            )
            
            (25
            )Investments
                in Epoch managed funds and other investments, net
            
            
            (10
            )
            
            (2
            )Security
                deposits, net
            
            
            (5
            )
            
            (6
            )Purchases
                and sales of short-term investments, net
            
            
            -
            
            
            21,850Proceeds
                from sales of marketable securities
            
            
            -
            
            
            1,257**Net
                cash provided by investing activities**
            
            
            173
            
            
            23,074**Cash
                flows from financing activities:**Common
                stock dividends paid
            
            
            (664
            )
            
            -Income
                tax benefit from payment of dividends on unvested shares
            
            
            18
            
            
            -Income
                tax benefit from the vesting of restricted shares
            
            
            1,513
            
            
            353Repurchase
                of common stock for employee withholding
            
            
            (551
            )
            
            -Repurchase
                of common stock pursuant to share buy back program
            
            
            (574
            )
            
            -Net
                loss on sales of shares for employee withholding
            
            
            (67
            )
            
            -**Net
                cash (used in)/ provided by financing activities**
            
            
            (325
            )
            
            353**Net
                (decrease)/increase in cash and cash****equivalents during period**
            
            
            (2,401
            )
            
            26,629Cash
                and cash equivalents at beginning of period
            
            
            37,436
            
            
            3,097Cash
                and cash equivalents at end of period
            
            $
            35,035
            
            $
            29,726**Supplemental
                Cash Flow Information:**Cash
                paid for income taxes
            
            $
            1,653
            
            $
            191





*The
      accompanying notes are an integral part of these condensed consolidated
      financial statements.*


4
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          of
          Contents





**EPOCH
      HOLDING CORPORATION AND SUBSIDIARIES**





**NOTES
      TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**


**FOR
      THE THREE MONTHS ENDED SEPTEMBER 30, 2008 AND 2007**





***(Unaudited)***




**Note
      1 - Organization**





***Business***


Epoch
      Holding Corporation ("Epoch" or the "Company"), a Delaware corporation, is
      a
      holding company whose sole line of business is investment advisory and
      investment management services. The operations of the Company are conducted
      through its wholly-owned subsidiary, Epoch Investment Partners, Inc. ("EIP").
      EIP is a registered investment adviser under the Investment Advisers Act of
      1940, as amended (the "Investment Advisers Act"). EIP provides investment
      advisory and investment management services to retirement plans, mutual funds,
      endowments, foundations and high net worth individuals. Headquartered in New
      York, NY with an office in Sherman Oaks, CA, the Company’s current product
      offerings include U.S. All Cap Value, U.S. Value, U.S. Smid (small/mid) Cap
      Value, U.S. Small Cap Value, U.S. Choice, Global Small Cap Value, Global
      Absolute Return, Global Choice, Global All Cap, International Small Cap,
      Balanced, and Global Equity Shareholder Yield.





***Business
      segments***


The
      Company's sole line of business is the investment advisory and investment
      management business. There are no other operating or reportable
      segments.




**Note
      2 – Summary of Significant Accounting Policies**





***Basis
      of presentation***


The
      unaudited condensed consolidated financial statements of the Company included
      herein have been prepared in accordance with accounting principles generally
      accepted in the United States of America (“GAAP”), and in accordance with the
      instructions to Form 10-Q pursuant to the rules and regulations of the
      Securities and Exchange Commission (the “SEC”). In the opinion of management,
      all adjustments, consisting of normal recurring adjustments, necessary for
      a
      fair presentation of the financial condition and interim results of operations
      have been made. The results for the interim periods are not necessarily
      indicative of the results to be obtained for a full fiscal year.




The
      Company's unaudited condensed consolidated financial statements and the related
      notes should be read together with the consolidated financial statements and
      the
      related notes included in the Company's Annual Report on Form 10-K for the
      fiscal year ended June 30, 2008.





Certain
      reclassifications have been made to prior period financial statements to conform
      to the current period presentation.





***Principles
      of consolidation***


The
      accompanying condensed consolidated financial statements include the accounts
      of
      the Company and its subsidiaries. All material intercompany accounts and
      transactions have been eliminated in consolidation.





***Use
      of estimates***


The
      preparation of financial statements in conformity with accounting principles
      generally accepted in the United States of America requires management to make
      certain estimates and assumptions. These estimates and assumptions impact the
      reported amounts of assets and liabilities and disclosure of contingent assets
      and liabilities as of the dates of these condensed consolidated financial
      statements and the reported amounts of revenue and expenses during the reporting
      periods. Actual results could differ from these estimates.


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***Financial
      instruments with concentration of credit risk***


The
      financial instruments that potentially subject the Company to concentrations
      of
      credit risk consist principally of cash, cash equivalents and other investments.
      Epoch invests its cash and cash equivalents with high-credit quality financial
      institutions in amounts which, at times, may be in excess of the FDIC insurance
      limits.





***Cash
      equivalents***


Cash
      equivalents are highly liquid investments in money market funds consisting
      of
      short-term securities of the U.S. government and its agencies.




***Property
      and equipment***


The
      costs
      of leasehold improvements are capitalized and such costs are amortized on a
      straight-line basis over the shorter of their estimated useful lives or lease
      term, as applicable. All other capital assets are recorded at cost and such
      costs are depreciated on a straight-line basis over their estimated useful
      lives. Generally, the useful lives are approximately 3 to 7 years for equipment,
      1 to 3 years for purchased software, and 3 to 10 years for leasehold
      improvements and exclude option periods, if any. Repairs and maintenance costs
      are charged to expense as incurred. Upon sale or disposition of property and
      equipment, the cost and related accumulated depreciation amounts are removed
      from the accounts and any resulting gain or loss is recognized in
      operations.





***Other
      investments***


The
      Company holds an investment in each of three Company-sponsored mutual funds—the
      Epoch Global Equity Shareholder Yield Fund (“EPSYX”), the Epoch U.S. All Cap
      Equity Fund (“EPACX”), and the Epoch International Small Cap Fund (“EPIEX”). The
      Company also holds investments in the Epoch Global Absolute Return Fund, LLC
      and
      in a separate account of Epoch’s Global All Cap product. The Company intends to
      hold these investments for a period in excess of one
      year.





The
      investments in the Company-sponsored mutual funds and the separate account
      of
      Epoch's Global All Cap product are accounted for as available-for-sale
      securities. Any resulting change in market value is recorded as unrealized
      gain
      or loss in Accumulated other comprehensive income (loss), a
      separate component of stockholders’ equity.




EIP
      is
      also the managing member of the Epoch Global Absolute Return Fund, LLC whose
      underlying assets consist of marketable securities. The Company's investment
      in
      this entity is accounted for using the equity method, under which EIP's share
      of
      the net earnings or losses from the limited liability company is reflected
      in
      Other income as earned, and any distributions are reflected as reductions
      from the investment.





The
      Company periodically
      reviews the carrying value of these investments for impairment by evaluating
      the
      nature, duration and extent of any decline in fair value.  If the decline
      in value is determined to be other-than-temporary, the carrying value of the
      investment is written down to fair value through earnings. No impairment charges
      have been recognized during the periods presented.





***Treasury
      stock***


Treasury
      stock is accounted for under the cost method.





***Revenue
      recognition***


Investment
      advisory and management fees are recognized as services are provided, pursuant
      to specific terms contained in advisory or sub-advisory contracts between EIP
      and its clients. Such contracts generally call for revenue to be determined
      as a
      percentage of assets under management (“AUM”). Separate account fees are billed
      on a quarterly basis, in arrears, generally based on the account's asset value
      at the end of the quarter. Fees for services performed for mutual funds under
      advisory and sub-advisory contracts are calculated based upon the daily net
      asset values of the respective fund, and are generally received in arrears.
      Advance payments, if received, are deferred and recognized during the periods
      for which services are provided.


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The
      Company also has certain contracts which contain “incentive clauses” that allow
      the Company to earn performance fees in the event that investment returns meet
      or exceed targeted amounts specified in the contracts. Revenues for these
      incentives are recognized only when such performance targets are met or exceeded
      at the end of the contract's year, typically at the end of each calendar year
      -
      the Company’s second fiscal quarter. Due to the inability to forecast financial
      markets, no revenues are recognized until the contract year ends, even when
      investment returns are exceeding the contractual targets within the contract
      year.





***Share-based
      compensation***


Employee
      and qualifying director share-based payments are accounted for in accordance
      with Statement of Financial Accounting Standards No. 123 (Revised
      2004), *Share-Based Compensation* (“SFAS
      123R”) using the fair value method. The fair value of the Company's restricted
      stock awards is based on the closing price of the Company's common stock at
      the
      grant date. Share-based compensation costs related to equity instruments are
      charged against income ratably over the fixed vesting period for the related
      equity instruments, with the initial charge generally recorded in the first
      full
      month following the grant. All outstanding stock options were fully vested
      prior
      to the adoption of SFAS 123R, accordingly there were no additional compensation
      costs related to any non-vested stock options required to be recorded at that
      time. There were no additional stock options issued for the periods
      presented.




***Income
      taxes***


The
      Company accounts for income taxes in accordance with Statement of Financial
      Accounting Standard No. 109, *Accounting for Income Taxes* (“SFAS
      109”). SFAS 109 requires that deferred tax assets and liabilities arising from
      temporary differences between book and tax basis be recognized using the enacted
      statutory tax rates and laws that will be in effect when such differences are
      expected to reverse. Deferred tax assets are recognized for temporary
      differences that will result in deductible amounts in future years. Deferred
      tax
      liabilities are recognized for temporary differences that will result in taxable
      income in future years. In the case of deferred tax assets, SFAS 109
      requires a reduction in deferred tax assets if it is more likely than not that
      some portion or all of the deferred tax asset will not be realized.





Any
      potential interest and penalty associated with a tax contingency, should one
      arise, would be included as a component of income tax expense in the period
      in
      which the assessment arises.





***Earnings
      per common share***


Basic
      earnings per share (“EPS”) is calculated by dividing net earnings applicable to
      common shareholders by the weighted average number of common shares outstanding
      during the period. Diluted EPS includes the determinants of basic EPS and,
      in
      addition, reflects the dilutive effect, if any, of the common stock deliverable
      pursuant to stock options or, for the prior year’s fiscal period presented, the
      common stock issuable upon the conversion of the convertible preferred
      stock.





***Comprehensive
      income***


Total
      comprehensive income is reported on the Condensed Consolidated Statement of
      Changes in Stockholders’ Equity and includes net income and, for investment
      securities available-for-sale, the change in unrealized gains (losses) and
      the
      reclassification of realized gains (losses) to net income.


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***Recently
      issued accounting standards***


In
      September 2006, the Financial Accounting Standards Board (“FASB”) issued
      Statement of Financial Accounting Standards (“SFAS”) No. 157, *Fair
      Value Measurements* (“SFAS
      157”). SFAS 157 defines fair value, establishes a framework for measuring fair
      value and enhances disclosures about fair value measurements required under
      other accounting pronouncements, but does not change existing guidance as to
      whether or not an instrument is carried at fair value. SFAS 157 is effective
      for
      the Company beginning July 1, 2008. SFAS 157 establishes a fair value hierarchy,
      which requires an entity to maximize the use of observable inputs and to
      minimize the use of unobservable inputs when measuring fair value. The adoption
      of SFAS 157 did not have a material effect on the Company’s condensed
      consolidated financial position, results of operations, or cash flows.





In
      February 2007, the FASB issued SFAS No. 159, *The
      Fair Value Option for Financial Assets and Financial
      Liabilities* (“SFAS
      159”). SFAS 159 permits certain financial assets and financial liabilities to be
      measured at fair value, using an instrument-by-instrument election. The initial
      effect of adopting SFAS 159 must be accounted for as a cumulative effect
      adjustment to opening retained earnings for the fiscal year of adoption.
      Retrospective application to fiscal years preceding the effective date is not
      permitted. SFAS 159 was effective for the Company beginning July 1, 2008. The
      adoption of SFAS 159 did not have a material effect on the Company’s condensed
      consolidated financial position, results of operations, or cash
      flows.





In
      March
      2008, the FASB issued SFAS No. 161, *Disclosures
      about Derivative Instruments and Hedging Activities, an amendment of FASB
      Statement No. 133* (“SFAS
      161”), which requires enhanced disclosures about an entity’s derivative and
      hedging activities. SFAS 161 is effective for the Company beginning


July
      1,
      2009. The Company does not currently engage in hedging or derivative
      transactions and, accordingly, does not expect the adoption of this
      pronouncement to have a material impact on its consolidated financial position,
      results of operations, or cash flows.





In
      June
      2008, the FASB issued FASB Staff Position (“FSP”) EITF No. 03-6-1, *Determining
      Whether Instruments Granted in Share-Based Payment Transactions Are
      Participating Securities* .
      FSP
      EITF No. 03-6-1 addresses whether instruments granted in share-based payment
      transactions are participating securities prior to vesting and therefore need
      to
      be included in the earnings allocation in calculating earnings per share under
      the two-class method described in SFAS No. 128, *Earnings
      per Share* .
      FSP
      EITF No. 03-6-1 requires companies to treat unvested share-based payment awards
      that have non-forfeitable rights to dividends or dividend equivalents as a
      separate class of securities in calculating earnings per share. FSP EITF No.
      03-6-1 is effective for the Company beginning July 1, 2009; earlier application
      is not permitted. The Company does not expect the adoption of FSP EITF No.
      03-6-1 to have a material effect on its results of operations or earnings per
      share.





In
      October 2008, the FASB issued FSP 157-3, *Determining
      the Fair Value of a Financial Asset When the Market for That Asset is Not
      Active* .
      FSP
      157-3 does not reinterpret or change SFAS 157’s existing principles but rather
      is intended to enhance comparability and consistency in fair value measurements
      of financial assets that trade in markets that are inactive. FSP 157-3 primarily
      re-asserts that when the market is inactive, management is not required to
      use
      thinly traded quotes or quotes reflecting distressed prices. Rather, management
      should look to other means to estimate fair value, such as the “income
      approach,” which discounts the estimated cash flows and results in a Level 3
      classification because the inputs are not observable. Revisions resulting from
      a
      change in the valuation technique or its application shall be accounted for
      as a
      change in accounting estimate. FSP 157-3 was effective immediately upon
      issuance. The Company does not currently have such investment instruments and,
      as such, the adoption of this pronouncement had no effect on its condensed
      consolidated financial position, results of operations, or cash
      flows. ****


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**Note
      3** – **Fair
      Value Measurements**




As
      discussed in Note 2, *Summary
      of*  *Significant
      Accounting Policies* ,
      the
      Company adopted SFAS No. 157 at the beginning of its fiscal year commencing
      July
      1, 2008. SFAS No. 157 establishes a three-level valuation hierarchy for
      disclosure of fair value measurements. The valuation hierarchy is based upon
      the
      transparency of inputs to the valuation of an asset or liability as of the
      measurement date. The three levels are defined as follows:





·
            Level
                1 – inputs to the valuation methodology are quoted prices (unadjusted)
                for
                identical assets or liabilities in active
                markets.





·
            Level
                2 – inputs to the valuation methodology include quoted prices for similar
                assets and liabilities in active markets, and inputs that are observable
                for the asset or liability, either directly or indirectly, for
                substantially the full term of the financial
                instrument.





·
            Level
                3 – inputs to the valuation methodology are unobservable and significant
                to the fair value measurement.





An
      asset
      or liability’s categorization within the valuation hierarchy is based upon the
      lowest level of input that is significant to the fair value
      measurement.





SFAS
      No.
      157 allows three types of valuation approaches: a market approach, which uses
      observable prices and other relevant information that is generated by market
      transactions involving identical or comparable assets or liabilities; an income
      approach, which uses valuation techniques to convert future amounts to a single,
      discounted present value amount; and a cost approach, which is based on the
      amount that currently would be required to replace the service capacity of
      an
      asset.




The
      following is a description of the valuation methodologies used for assets and
      liabilities measured at fair value, as well as the general classification of
      such assets and liabilities pursuant to the valuation hierarchy.





***Cash
      and cash equivalents***


Cash
      and
      cash equivalents include cash in checking and money market accounts, as well
      as
      highly liquid investments in money market funds consisting of short-term
      securities of
      the
      U.S. government and its agencies .
      Cash
      and cash equivalents totaled $35.0 million at September 30, 2008. Investments
      in
      money market funds are valued under the market approach through the use of
      quoted market prices in an active market, which is the net asset value of the
      shares held in the underlying funds, and are classified within Level 1 of the
      valuation hierarchy.




***Security
      deposits***


Security
      deposits are funds held in certificates of deposit as required by the lessor
      of
      the Company’s leased office premises. These instruments totaled $1.1 million at
      September 30, 2008. These investments mature, and are renewed, in one year
      intervals, and accordingly are valued at cost plus accrued interest, which
      approximates fair value. Security deposits are classified within Level 1 of
      the
      valuation hierarchy.




***Other
      investments***


Other
      investments consist of investments in Company-sponsored investment vehicles,
      including mutual funds, an investment product separate account, and a limited
      liability company.


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The
      first
      two investments mentioned above are accounted for as available-for-sale
      investments and valued under the market approach through the use of unadjusted
      quoted market prices available in an active market, and are classified within
      Level 1 of the valuation hierarchy. The fair market value of these two
      investments at September 30, 2008 total $2.9 million.





The
      remaining investment, an investment in the Epoch Global Absolute Return Fund,
      LLC is accounted for under the equity method.





The
      following table presents, for each of the hierarchy levels described above,
      the
      Company’s assets that are measured at fair value as of September 30, 2008
      ( *in
      thousands* ):





**As
                of September 30, 2008****Quoted Prices in****Active Markets for**
            
            **Significant Other**
            
            **Significant****Fair Value**
            
            **Identical Assets**
            
            **Observable Inputs**
            
            **Unobservable Inputs****Measurements**
            
            **(Level 1)**
            
            **(Level 2)**
            
            **(Level 3)****Current
                assets:**Cash
                and cash equivalents
            
            $
            35,035
            
            $
            35,035
            
            $
            -
            
            $
            -**Non-current
                assets:**Security
                deposits
            
            
            1,110
            
            
            1,110
            
            
            -
            
            
            -Other
                investments:Available-for-sale
            
            
            2,920
            
            
            2,920
            
            
            -
            
            
            -Total
                assets at fair value
            
            $
            39,065
            
            $
            39,065
            
            $
            -
            
            $
            -





At
        September 30, 2008, the Company did not hold any financial liabilities measured
        at fair value.





**Note
      4 - Accounts Receivable**





The
      Company's accounts receivable balances do not include an allowance for doubtful
      accounts for the periods presented and there have been no bad debt expenses
      recognized during the three months ended September 30, 2008 and 2007,
      respectively. Management believes these receivables are fully
      collectible.




***Significant
      customers and contracts***


For
      the
      three months ended September 30, 2008, CI Investments Inc. (“CI”), a
      Canadian-owned investment management company, accounted for approximately
      14% of consolidated revenues, while Genworth Financial Asset Management, Inc.
      (“Genworth”), an investment adviser, through its investments in the
      Epoch International Small Cap Fund (“EPIEX”) and the Epoch Global Equity
      Shareholder Yield Fund (“EPSYX”), as well as separate account mandates,
      accounted for approximately 19%. The Company's services and relationships with
      these clients are important to the Company's ongoing growth strategy, and
      retention of these clients is significant to the ongoing results of operations
      of the Company.





For
      the
      three months ended September 30, 2007, CI accounted for approximately 17% of
      consolidated revenues, while Genworth accounted for approximately 29%.


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**Note
      5 – Other Investments**





The
      Company’s other investments at September 30, 2008 and June 30, 2008 are
      summarized as follows ( *in*  *thousands* )





**September 30, 2008**
            
            **June 30, 2008****Gross**
            
            **Gross**
            
            **Estimated**
            
            
            
            **Gross**
            
            **Gross**
            
            **Estimated****Cost**
            
            **Unrealized**
            
            **Unrealized**
            
            **Fair**
            
            **Cost**
            
            **Unrealized**
            
            **Unrealized**
            
            **Fair****Basis**
            
            **Gains**
            
            **Losses**
            
            **Value**
            
            **Basis**
            
            **Gains**
            
            **Losses**
            
            **Value****Available-for-sale securities:***Other
                Investments:*Company-sponsored
                mutual funds
            
            $
            832
            
            $
            -
            
            $
            (221
            )
            $
            611
            
            $
            830
            
            $
            -
            
            $
            (97
            )
            $
            733Epoch
                Global All Cap separate account
            
            
            2,631
            
            
            -
            
            
            (322
            )
            
            2,309
            
            
            2,879
            
            
            -
            
            
            (131
            )
            
            2,748Total
                available-for-sale securities
            
            
            3,463
            
            
            -
            
            
            (543
            )
            
            2,920
            
            
            3,709
            
            
            -
            
            
            (228
            )
            
            3,481**Equity
                method investment:**Epoch
                Global Absolute Return Fund, LLC
            
            
            419
            
            
            -
            
            
            -
            
            
            419
            
            
            478
            
            
            -
            
            
            -
            
            
            478$
            3,882
            
            $
            -
            
            $
            (543
            )
            $
            3,339
            
            $
            4,187
            
            $
            -
            
            $
            (228
            )
            $
            3,959





**Note
      6 - Commitments and Contingencies**





***Employment
      agreements***


The
      Company entered into a three-year employment agreement with its Chief Executive
      Officer in November 2007, effective January 1, 2008. The agreement calls for
      a
      base annual salary of $350 thousand and bonus compensation in accordance with
      the Company’s bonus and incentive compensation plans then in effect. The
      agreement also calls for certain payments in the event of termination. The
      payments could vary depending on the cause of termination and whether or not
      the
      Board of Directors elects to enforce a non-compete agreement. The agreement
      was
      reviewed and approved by the Company's Compensation Committee and the Board
      of
      Directors.





There
      are
      no employment contracts with any other employees or officers of the Company.
      There are written agreements with certain employees, which provide for sales
      commissions or bonuses, subject to the attainment of certain performance
      criteria or continuation of employment. Such commitments under the various
      agreements total approximately $1.7 million at September 30, 2008. Of this
      amount, approximately $0.6 million is included in accrued compensation and
      benefits in the Condensed Consolidated Balance Sheet at September 30, 2008.
      An
      additional $0.4 million will be accrued during the remainder of the fiscal
      year
      ending June 30, 2009 and shortly thereafter. Approximately $0.7 million
      represents restricted stock awards to be issued during the remainder of the
      fiscal year ending June 30, 2009 and shortly thereafter.





***Legal
      matters***


From
      time
      to time, the Company or its subsidiaries may become parties to claims, legal
      actions and complaints arising in the ordinary course of business. Management
      is
      not aware of any matters which would have a material adverse effect on its
      condensed consolidated financial statements.





***Common
      Stock Repurchase Plan***


On
      June
      24, 2008, the Board of Directors approved
      the repurchase of up to a maximum of 250,000 shares, or just over 1%, of the
      Company’s fully diluted outstanding Common Stock. The repurchase plan calls for
      the repurchases to be made in the open market and/or in privately negotiated
      transactions from time to time in compliance with applicable laws, rules and
      regulations, including Rule 10b-18 under the Securities Exchange Act of 1934,
      as
      amended, subject to prevailing market and business conditions. The plan does
      not
      obligate the Company to purchase any particular number of shares, and may be
      suspended or discontinued at any time. The repurchase plan will expire on June
      30, 2009.


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During
      the three months ended September 30, 2008, the Company repurchased approximately
      64,000 shares at a weighted average price of $8.98. These shares are shown
      as
      Treasury stock at cost, in the Shareholders’ equity section of the Condensed
      Consolidated Balance Sheet.





***Employee
      Tax Withholding***


To
      satisfy statutory employee tax withholding requirements related to the vesting
      of common shares, the Company purchases from employees, and then resells in
      the
      open market, shares utilized by employees to cover and pay for employee tax
      withholdings. At September 30, 2008, there were approximately 48,000 shares
      held
      to be resold by the Company in the open market. These shares are shown as
      Treasury stock at cost in the Shareholders’ equity section of the Condensed
      Consolidated Balance Sheet. Any resulting gain or loss on resale is accounted
      for as an adjustment to Additional paid-in capital.





**Note
      7 – Conversion of Preferred Stock**





On
      July
      1, 2008, the holder of the 10,000 shares of Series A Convertible Preferred
      Stock
      (“the Preferred Stock”) outstanding, with a face value of $10,000,000, converted
      the Preferred Stock to 1,666,667 shares of Common Stock. Accordingly, the Series
      A Convertible Preferred Stock has been cancelled and the conversion eliminates
      the holder’s rights to receive the semi-annual dividends on the Preferred Stock.





**Note
      8 – Share-Based Compensation**





The
      Company granted $2.6 million and $2.2 million in share-based compensation awards
      during the three months ended September 30, 2008 and 2007, respectively. These
      awards are recognized ratably over a three-year period and are not subject
      to
      performance-based accelerated vesting. For the three months ended September
      30,
      2008 awards consisted of 236,563 shares at a weighted average price of $11.05.
      For the three months ended September 30, 2007 awards consisted of 188,277 shares
      at a weighted average price of $11.90.





**Note
      9 - Other Income**





**a)** ***eStara transaction***


During
      the fiscal year ended June 30, 2000, J Net Enterprises, Inc. (“J Net”), the
      predecessor company to Epoch, made an investment in eStara, Inc. ("eStara"),
      a
      technology-related company that provided conversion and tracking solutions
      to
      enhance on-line sales. During the fiscal year ended June 30, 2003, J Net’s
      management concluded its ability to recover its investment was remote and wrote
      down the remaining carrying value to zero. On October 2, 2006, eStara’s
      stockholders approved the acquisition of its stock by Art Technology Group,
      Inc.
      (NASDAQ ticker symbol “ARTG”). Under the terms of the agreement, ARTG acquired
      all of the outstanding common stock, preferred stock, and vested and unvested
      stock options of eStara.





In
      exchange for the eStara preferred shares held, the Company received 2,431,577
      common shares of ARTG and $267 thousand in cash. The common shares received
      from
      ARTG were subject to a lock-up agreement pursuant to which the shares were
      released to the Company in equal monthly installments over a period of
      12 months, which commenced January 2007.





During
      the quarter ended September 30, 2007, the Company sold approximately 0.4 million
      shares of ARTG and recorded realized gains of approximately $0.9 million. Upon
      sale, these gains were reclassified, in accordance with the provisions of SFAS
      No. 115, *Accounting
      for Certain Investments in Debt and Equity Securities* ,
      from
      Accumulated other comprehensive income (loss), a separate component of
      stockholders’ equity, to Realized gains on investments on the Condensed
      Consolidated Statement of Operations. All of the remaining shares of ARTG were
      sold before the end of fiscal year ended June 30, 2008.


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**b)**  ***Strategic
      Data Corporation transaction***


During
      the fiscal year ended June 30, 2000, J Net, the predecessor company to Epoch,
      made an investment in Strategic Data Corp. ("SDC"), a technology-related company
      that specialized in advertising optimization technology. During the fiscal
      year
      ended June 30, 2001, the carrying value of this investment was deemed to be
      impaired by J Net’s management and written down to zero.




On
      February 20, 2007, SDC’s stockholders approved the acquisition of its stock by
      Fox Interactive Media, Inc. (“FIM”). Under the terms of the agreement, FIM
      acquired all of the outstanding common stock, preferred stock, and vested and
      unvested stock options of SDC. As a result of the merger, the Company, as a
      holder of the preferred stock of SDC, received an initial cash payment of
      approximately $2.2 million on March 22, 2007.





The
      SDC
      merger also calls for contingent payments, upon the achievement of certain
      targets and milestones, payable over a period of approximately 3.5 years from
      the closing, as well as the release of an escrow fund. The Company’s share of
      additional contingent payments and escrow funds stemming from the acquisition
      ranges from zero to approximately $15.4 million.





The
      first
      target measurement date was November 2007 and the Company accrued approximately
      $344 thousand at that time. The Company received those proceeds during the
      quarter ended March 31, 2008. The second target measurement date was June 2008
      and the Company accrued an additional $200 thousand at that time, the proceeds
      of which were received during the current quarter ended September 30, 2008.
      No
      further amounts related to the contingent payments or escrow fund have been
      accrued as of September 30, 2008, as no such amounts are readily estimable
      or
      determinable at this time.





**Note
      10 - Provision For (Benefit From) Income Taxes**





In
      calculating the provision for (benefit from) income taxes, the Company uses
      an
      estimate of the annual effective tax rate based upon the facts and circumstances
      known at each interim period. On a quarterly basis, the actual effective tax
      rate is adjusted, as appropriate, based upon current facts and circumstances,
      if
      any, as compared to those forecasted at the beginning of the fiscal year and
      each interim period thereafter.





***Valuation
      allowance release***


The
      Company maintains valuation allowances against certain deferred tax assets,
      the
      benefit of which may not be utilized. The Company reviews its deferred tax
      asset
      valuation allowances on a quarterly basis, or whenever events or changes in
      circumstances indicate that a review is required. In determining the requirement
      for a valuation allowance, the historical and projected financial results of
      the
      Company is considered, along with any other positive or negative evidence.
      Since
      future financial results may differ from previous estimates, periodic
      adjustments to the Company’s valuation allowances may be necessary.




In
      the
      quarter ended September 30, 2007, based on the Company’s annual operating
      projections and the significant gains realized on sales of marketable
      securities, the Company concluded that it was more likely than not that the
      tax
      benefits from its tax basis on a previously impaired investment would be
      utilized in the future. As such, in the quarter ended September 30, 2007, the
      Company released the entire valuation allowance of approximately $1.1 million
      attributable to this fully valued deferred tax asset, the tax effect of
      which was as a credit to income tax expense. The effect of this
      valuation allowance release, together with the use of a projected annual
      effective tax rate, resulted in a net benefit from income taxes of approximately
      $0.4 million for the quarter ended September 30, 2007.


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**Note
      11 – Earnings Per Share**





Basic
      earnings per share is computed by dividing net earnings by the weighted average
      number of common shares outstanding during the period.





Diluted
      earnings per share is computed by dividing net earnings, adjusted for the effect
      of dilutive securities, by the weighted average number of common and common
      equivalent shares outstanding during the period. The Company had 1,035,000
      issued and outstanding stock options at September 30, 2008 and 2007,
      respectively. The calculation of earnings per share excluded 510,000 issued
      and
      outstanding stock options at September 30, 2008, as the exercise price of these
      options was higher than the average market price of the common stock for the
      period. The conversion of those particular options, whose exercise price was
      higher than the average market price of the common stock during the respective
      period, would have an anti-dilutive effect.





For
      the
      three months ended September 30, 2007, the 1,666,667 shares of common stock
      issuable upon conversion of the preferred stock had no effect on basic earnings
      per share, but was included in the calculation of diluted earnings per
      share. The preferred stock was converted into 1,666,667 common shares on July
      1,
      2008 which were, accordingly, included in the basic earnings per share
      calculation for the three months ended September 30, 2008.




For
      purposes of determining basic earnings per share, dividends earned for the three
      month period ended September 30, 2007 on the cumulative preferred stock,
      although not yet declared, were deducted from net income to arrive at net income
      available to common stockholders.





The
      following table presents the computation of basic and diluted earnings per
      share
      for the three months ended September 30, 2008 and 2007, respectively
      ( *in
      thousands, except per share data* ):




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**Three
                Months Ended****September
                30,****2008**
            
            **2007*****Numerator:*****Net
                income available to common stockholders:**Net
                income
            
            $
            582
            
            $
            2,097Preferred
                stock dividends
            
            
            -
            
            
            (115
            )Net
                income available to common stockholders for basic earnings per
                share
            
            
            582
            
            
            1,982Preferred
                stock dividends
            
            
            -
            
            
            115Net
                income available to common stockholders after assumed conversions,
                for
                diluted earnings per share
            
            $
            582
            
            $
            2,097***Denominator:***Average
                common shares outstanding
            
            
            22,077
            
            
            20,051Common
                stock equivalents upon conversion of preferred stock
            
            
            -
            
            
            1,667Net
                common stock equivalents assuming the exercise of in-the-money stock
                options
            
            
            27
            
            
            98Average
                common and common equivalent shares outstanding - assuming
                dilution
            
            
            22,104
            
            
            21,816Basic
                earnings per share
            
            $
            0.03
            
            $
            0.10Diluted
                earnings per share
            
            $
            0.03
            
            $
            0.10








**Note
      12 – Comprehensive Income**





A
      summary
      of comprehensive income is as follows ( *in
      thousands* ):





**Three
                Months Ended****2008**
            
            **2007**Net
                income
            
            $
            582
            
            $
            2,097Other
                comprehensive income:Change
                in unrealized (losses) gains on available-for-sale
                securities
            
            
            (572
            )
            
            515Reclassification
                of realized (losses) gains to net income
            
            
            257
            
            
            (866
            )Comprehensive
                income
            
            $
            267
            
            $
            1,746




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**Note
      13 - Subsequent Events**





***Common
      dividends***


On
      October 10, 2008, the Board of Directors declared a quarterly cash dividend
      on
      the Company's Common Stock of $0.03 per share payable on November 14, 2008
      to
      all shareholders of record at the close of business on October 31, 2008.




The
      Company expects quarterly dividends to be paid in February, May, August and
      November of each fiscal year, and anticipates a total annual dividend of $0.12
      per common share. However, the actual declaration of future cash dividends,
      and
      the establishment of record and payment dates, will be subject to final
      determination by the Board of Directors each quarter after its review of the
      Company's financial performance.





***Share
      repurchases***


Subsequent
      to September 30, 2008, the Company repurchased an additional 64,400 shares
      at a
      weighted average price of $7.64 pursuant to the share buy-back program.





*****


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**Item
      2.****Management's
      Discussion and Analysis of Financial Condition and Results of
      Operations.**





Set
      forth
      on the following pages is management's discussion and analysis of our financial
      condition and results of operations for the three months ended September 30,
      2008 and 2007. Such information should be read in conjunction with our unaudited
      condensed consolidated financial statements together with the notes to the
      unaudited condensed consolidated financial statements. When we use the terms
      the
“Company,” “management,” “we,” “us,” and “our,” we mean Epoch Holding
      Corporation, a Delaware corporation, and its consolidated
      subsidiaries.




**Forward-Looking
      Statements**





*Certain
      information included, or incorporated by reference in this Quarterly Report
      on
      Form 10-Q and other materials filed or to be filed by Epoch
      Holding Corporation (“Epoch" or the “Company") with the Securities and
      Exchange Commission (“SEC") contain statements that may be considered
      forward-looking within the meaning of the Private Securities Litigation Reform
      Act of 1995. In some cases, you can identify these statements by forward-looking
      words such as “may," “might," “will," “should," “expect," “plan," “anticipate,"
“believe," “estimate," “predict," “potential" or “continue," and the negative of
      these terms and other comparable terminology. These forward-looking statements,
      which are subject to known and unknown risks, uncertainties and assumptions
      about the Company, may include projections of the Company's future financial
      performance based on the Company's anticipated growth strategies and trends
      in
      the Company's business. These statements are only predictions based on the
      Company's current expectations and projections about future events. There are
      important factors that could cause the Company's actual results, level of
      activity, performance or achievements to differ materially from the results,
      level of activity, performance or achievements expressed or implied by the
      forward-looking statements. In particular, you should consider the risks and
      uncertainties outlined in “Factors Which May Affect Future
      Results.”*





*These
      risks and uncertainties are not exhaustive. Other sections of this Quarterly
      Report on Form 10-Q may include additional factors which could adversely impact
      the Company's business and financial performance. Moreover, the Company operates
      in a very competitive and rapidly changing environment. New risks and
      uncertainties emerge from time to time, and it is not possible for the Company's
      management to predict all risks and uncertainties, nor can the Company assess
      the impact of all factors on the Company's business or the extent to which
      any
      factor, or combination of factors, may cause actual results to differ materially
      from those contained in any forward-looking statements.*





*Although
      the Company believes the expectations reflected in the forward-looking
      statements are reasonable, the Company cannot guarantee future results, level
      of
      activity, performance or achievements. Moreover, neither the Company nor any
      other person assumes responsibility for the accuracy or completeness of any
      of
      these forward-looking statements. You should not rely upon forward-looking
      statements as predictions of future events. The Company is under no duty to
      update any of these forward-looking statements after the date of this Quarterly
      Report on Form 10-Q, nor to conform the Company's prior statements to actual
      results or revised expectations, and the Company does not intend to do
      so.*





*Forward-looking
      statements include, but are not limited to, statements about the
      Company’s:*




·
            *business
                strategies and investment
                policies,*





·
            *possible
                or assumed future results of operations and operating cash
                flows,*





·
            *competitive
                position,*





·
            *potential
                growth opportunities,*




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·
            *recruitment
                and retention of the Company's key
                employees,*





·
            *expectations
                with respect to the economy, securities markets, the market for mergers
                and acquisitions activity, the market for asset management activity
                and
                other industry trends,*




·
            *potential
                operating performance, achievements, productivity improvements, efficiency
                and cost reduction efforts,*




·
            *expected
                tax rate*·
            *effect
                from the impact of future legislation and regulation on the
                Company.*





**Available
      Information**





Reports
      the Company files electronically with the SEC via the SEC’s Electronic Data
      Gathering, Analysis and Retrieval system (“EDGAR”) may be accessed through the
      internet. The SEC maintains an internet site that contains reports, proxy and
      information statements, and other information regarding issuers that file
      electronically with the SEC, at *www.sec.gov* .




The
      Company maintains a website which contains current information on operations
      and
      other matters. The website address is *www.eipny.com* .
      Through
      the Investor Relations section of our website, and “Link to SEC Website”
therein, we make available, free of charge, our Proxy Statement, Annual Report
      on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K,
      and
      any amendments to those reports filed or furnished pursuant to Section 13(a)
      or
      15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) as
      soon as reasonably practicable after we electronically file such material with,
      or furnish it to, the SEC.





Also
      available free of charge on our website within the Investors Relations section
      is our Code of Ethics and Business Conduct and charters for the Audit,
      Nominating/Corporate Governance, and the Compensation committees of our board
      of
      directors.





**Factors
      Which May Affect Future Results**





There
      are
      numerous risks which may affect the results of operations of the Company.
      Factors which could affect the Company's success include, but are not limited
      to, the ability to attract and retain clients, performance of the financial
      markets and invested assets managed by the Company, retention of key employees,
      misappropriation of assets and information by employees, system failures,
      significant changes in regulations, the costs of compliance associated with
      existing regulations and the penalties associated with non-compliance, and
      the
      risks associated with the loss of key members of the management
      team.





In
      addition, the Company's ability to expand or alter its product offerings,
      whether through acquisitions or internal development is critical to its
      long-term success and has inherent risks. This success is dependent on the
      ability to identify and fund those products or acquisitions on terms which
      are
      favorable to the Company. There can be no assurance that any of these operating
      factors or acquisitions can be achieved or, if undertaken, they will be
      successful.




These
      and
      other risks related to our Company are discussed in greater detail under Part
      I,
      Item 1A. “Risk Factors” in the Company's Annual Report on Form
      10-K
      for the fiscal year ended June 30, 2008.


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**Critical
      Accounting Policies**  **and
      Critical Accounting Estimates**





Our
      significant accounting policies are described in Note 2 of the Notes to the
      Consolidated Financial Statements included in our Annual Report on Form 10-K
      for
      the fiscal year ended June 30, 2008. A discussion of critical accounting
      policies and critical accounting estimates is included in Management's
      Discussion and Analysis of Financial Condition and Results of Operations in
      our
      Annual Report on Form 10-K for the fiscal year ended June 30,
      2008.





**Overview**





The
      Company, through its operating subsidiary Epoch Investment Partners, Inc.
      (“EIP”), provides investment advisory and investment management services to its
      clients primarily through separately managed accounts and commingled vehicles,
      such as mutual funds and private investment funds. The overall investment
      philosophy is focused on achieving a superior risk-adjusted return by investing
      in companies that generate free cash flow and are undervalued relative to the
      investment team’s fair value determinations. Security selection and portfolio
      construction are designed to protect capital in declining markets while
      participating in rising markets.





EIP
      is a
      registered investment adviser under the Investment Advisers Act of 1940, as
      amended (the “Investment Advisors Act”). It has one line of business, and that
      is to manage investment assets for retirement plans, mutual funds, endowments,
      foundations, and high net worth individuals. Revenues are generally derived
      as a
      percentage of assets under management (“AUM”). Therefore, among other factors,
      revenues are dependent on (i) performance of financial markets, (ii) the ability
      to maintain existing clients, and (iii) changes in the composition of AUM.
      The
      management team is led by William W. Priest. Mr. Priest has over 40 years of
      experience in the investment advisory business.





**Financial
      and Business Highlights**





Financial
      and business highlights for the quarter ended September 30, 2008 are as
      follows:





Ø
            Operating
                leverage, which is defined as the total revenue growth rate that
                exceeds
                the rate of growth of expenses, continued to be positive. Total operating
                revenue increased by 8% to $8.5 million, from $7.9 million for the
                comparable period a year ago, while total operating expenses remained
                virtually unchanged.





Ø
            The
                Company continued to receive positive net AUM inflows, approximately
                $210
                million, despite a significantly declining
                market.





Ø
            The
                Company continued to maintain a strong liquidity position as cash
                and cash
                equivalents of approximately $35.0 million make up 67% of total assets.
                Working capital increased by $2.0 million and the current ratio increased
                to 9.0 from 5.6 a year ago.





Ø
            Preferred
                shares were converted by the holder to common shares at the beginning
                of
                the quarter. The conversion eliminates the holder’s rights to receive the
                semi-annual dividends on the Preferred
                shares.





Ø
            The
                Board of Directors increased the quarterly dividend paid on common
                shares
                by 20%, to a quarterly rate of $0.03 per
                share.





Ø
            The
                Company repurchased 63,900 shares at a weighted average price of
                $8.98
                pursuant to the share buy-back
                plan.


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**Three
                Months Ended****September
                30,**
            
            **Change***(Dollars
                in thousands)*
            
            **2008**
            
            **2007**
            
            **$**
            
            **%*****Operating
                income***
            
            $
            854
            
            $
            308
            
            $
            546
            
            
            177
            %*Operating
                margin*
            
            
            10
            %
            
            4
            %





Operating
      margins improved compared with the same period a year ago. The main driver
      of
      this was increased revenue, stemming from a higher level of AUM throughout
      the
      quarter. Although the Company finished the quarter ended September 30, 2008
      with
      AUM of $6.1 billion, a 5% decrease from AUM of $6.4 billion at September 30,
      2007 - primarily as a result of the significant decline in global equity markets
      since the prior year, offset by net AUM inflows - the average AUM during the
      period ended September 30, 2008 was approximately $6.4 billion vs. approximately
      $6.0 billion for the same period a year ago.





**Three
                Months Ended****September
                30,**
            
            **Change***(Dollars
                in thousands)*
            
            **2008**
            
            **2007**
            
            **$**
            ****
            **%*****Net
                income***
            
            $
            582
            
            $
            2,097
            
            $
            (1,515
            )
            
            (72
            )%




Although
      operating income increased by $0.5 million from the same quarter a year ago,
      the
      Company recorded a reduction in net income of $1.5 million. The comparable
      period for the prior year included $0.9 million of realized gains from sales
      of
      marketable securities. Additionally, the prior year provision for income taxes
      was reduced by a $0.4 million tax benefit from a valuation allowance release
      against certain deferred tax assets.




**Business
      Environment**





As
      an
      investment management and advisory firm, our results of operations can be
      directly impacted by global market, political, and economic trends. The business
      environment is influenced by several factors, including business profitability,
      investor confidence, unemployment, and financial market transparency. These
      factors can directly affect capital appreciation or depreciation, which in
      turn,
      impacts our investment advisory and management business.





During
      the quarter ended September 30, 2008, both U.S. and world market and economic
      conditions were unprecedented and challenging with tighter credit conditions
      and
      slower growth. Credit markets continued to experience illiquidity and wider
      credit spreads. Continued concerns about the impact of residential and
      commercial mortgage loan products and structured investment vehicles caused
      the
      broader equity and credit markets to deteriorate further. The rate of
      unemployment continued to increase, reaching its highest level in nearly five
      years, with private-sector employment contracting each month during the quarter.
      While the rate of inflation increased, long-term inflation expectations
      moderated as oil and commodity prices declined and capacity utilization
      decreased. In the equity markets, the Dow Jones Industrial Average, (1) NASDAQ
      Composite Index (2) and the
      S&P 500 (3) ****** decreased
      during the quarter ended September 30, 2008, assuming dividend reinvestment,
      by 4%, 9% and 8%, respectively. On a broad basis, developed global markets,
      as
      represented by the MSCI World index (4), decreased
      by 15.2%. ****** The
      Federal Reserve is continuing to provide additional liquidity and stability
      to
      the financial markets and continues to try to mitigate the negative economic
      impact related to the credit markets.







(1)
            Dow
                Jones Industrial Average is a trademark of Dow Jones & Company, which
                is not affiliated with Epoch.


(2)
            NASDAQ
                Composite Index is a trademark of the NASDAQ Stock Market, Inc.,
                which is
                not affiliated with Epoch.


(3)
            S&P
                500 is a trademark of Standard & Poor’s, a division of the McGraw-Hill
                Companies, Inc., which is not affiliated with Epoch.(4)
            MSCI
                World Index is a trademark of MSCI Inc., which is not affiliated
                with
                Epoch.




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During
      the last few weeks and subsequent to September 30, 2008, credit conditions
      worsened considerably and the landscape of the U.S. financial services industry
      changed dramatically. Several steps were taken by U.S. and foreign central
      banks
      in response to a further weakening in the economy’s vital signs. The potential
      systemic impact from maturing debt at two government sponsored entities
      (“GSEs”), formerly Federal Home Loan Mortgage Corporation (“Freddie Mac”) and
      Federal National Mortgage Association (“Fannie Mae”), led the U.S. Federal
      Government to assume a conservatorship role in these GSEs. Lehman Brothers
      Holdings Inc. declared bankruptcy, and the U.S. Federal government provided
      a
      loan to American International Group Inc. (“AIG”) in exchange for an equity
      interest in AIG. In addition, there were several bank failures during the
      period. The Federal Reserve announced enhancements to its programs to provide
      additional liquidity to the asset-backed commercial paper and money markets,
      and
      indicated that it plans to purchase from primary dealers short-term debt
      obligations issued by Fannie Mae, Freddie Mac and the Federal Home Loan Banks.
      The U.S. Treasury proposed a plan to buy mortgage-related, illiquid and other
      troubled assets from U.S. financial institutions and, in early October 2008,
      the
      Emergency Economic Stabilization Act of 2008 was enacted. Additionally, the
      Federal Reserve, while working in unison with several foreign central banks,
      lowered both the benchmark interest rate and the discount rate by 1.0% during
      the month of October, and it continues to consult frequently with its global
      central bank counterparts. During October 2008, stocks around the globe endured
      a period of remarkable volatility and posted one of their biggest down months
      on
      record. In all, U.S. and Global markets have declined by approximately 20%
      since
      the end of our first fiscal quarter ended September 30, 2008.





***Company
      impact and outlook***


While
      the
      sharp sell-off in the equity markets impacted overall assets under management
      by
      $759 million during the quarter, the Company continued to achieve positive
      net
      inflows in excess of $200 million, a significant achievement in this turbulent
      market. While the quarter was challenging to all investors, the Company believes
      that its investment strategies, which emphasize a free cash flow analytical
      approach to the evaluation of equities, should continue to produce superior
      returns at a lower risk for our clients. The Company believes that free cash
      flow will be the analytical tool of choice because share price performance
      will
      depend on which companies show operational efficiencies, have capital expense
      under control and can properly manage their cash flow at a time when lending
      to
      fund growth or operations has tightened. The emphasis on cash flow analysis
      has
      become increasingly relevant, as the use of accounting measures alone has proven
      to inadequately capture issues surrounding the financial condition of many
      companies, particularly in the financial sector.





The
      continued erosion of market conditions as well as AUM will put pressure on
      the
      Company’s operating margin during the next quarter ending December 31, 2008. The
      Company has begun to put in place several cost cutting or cost controlling
      initiatives to help mitigate the financial impact.


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***Assets
      Under Management and Flows (“AUM”)***





AUM
      decreased to $6.1 billion at September 30, 2008 from $6.4 billion at September
      30, 2007. This decrease was primarily attributable to the significant decline
      in
      global equity markets since the prior year, including the three months ended
      September 30, 2008. Partially offsetting market depreciation during the three
      months ended September 30, 2008 were net inflows from new and existing clients
      in excess of $200 million.





The
      following table sets forth the changes in our assets under management for the
      periods presented:





**Three Months Ended****September 30,*****(Dollars in millions)*****2008**
            
            **2007**Beginning
                of period assets
            
            $
            6,634
            
            $
            6,001Net
                inflows/(outflows)
            
            
            210
            
            
            271Market
                (depreciation)/ appreciation
            
            
            (759
            )
            
            154End
                of period assets
            
            $
            6,085
            
            $
            6,426




For
      the
      three months ended September 30, 2008 and 2007, approximately 57% and 56%,
      respectively, of investment advisory and management fees were earned from
      services to mutual funds under advisory and sub-advisory contracts whose fees
      are calculated based upon daily net asset values, and approximately 43% and
      44%,
      respectively, of fees were earned from services provided for separate accounts
      whose fees are calculated based upon asset values at the end of the
      quarter.





No
      material impact to revenues or operating results arose during the periods
      presented as a result of differences between the average daily AUM for the
      funds
      where our fees are calculated based upon daily net asset values and the
      quarter-ending AUM for those funds.




The
      charts on the following page show the Company's products as a percentage of
      AUM
      as of September 30, 2008 and 2007, respectively:


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The
      table
      and charts that follow set forth the amount of AUM by distribution
      channel:





**Assets
      Under Management By Distribution Channel**


***(dollars
      in millions)***





**As
                of September 30,**
            
            **Change****Distribution
                Channel:**
            
            **2008**
            
            **2007**
            
            **$**
            ****
            **%**Institutional
            
            $
            2,990
            
            $
            2,914
            
            $
            76
            
            
            2.6
            %Sub-advised
            
            
            2,821
            
            
            3,162
            
            
            (341
            )
            
            -10.8
            %High
                net worth
            
            
            274
            
            
            350
            
            
            (76
            )
            
            -21.7
            %Total
                AUM
            
            $
            6,085
            
            $
            6,426
            
            $
            (341
            )
            
            -5.3
            %




Subsequent
      to September 30, 2007, approximately $28 million of AUM in separate accounts
      within the High net worth distribution channel transferred to the Epoch Global
      Absolute Return Fund, LLC, and approximately $8 million transferred to the
      Epoch
      U.S. All Cap Equity Fund, both of which are included within the Institutional
      distribution channel above.








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**Results
      of operations - three months ended September 30, 2008 and
      2007**





For
      the
      three months ended September 30, 2008, the Company recorded net income of $0.6
      million, compared to $2.1 million for the same period a year ago. Basic earnings
      per share were $0.03 per share for the three months ended September 30, 2008,
      compared to $0.10 per share for the same period a year ago.





The
      primary factors were as follows:





·
            A
                $0.5 million increase in operating income resulting from an 8% increase
                in
                operating revenues from the same period a year ago, while overall
                expenses
                remained virtually unchanged.





·
            A
                $1.1 million reduction in realized gains on investments compared
                to the
                same period a year ago.·
            A
                $0.7 million increase in the provision for income taxes. The comparable
                period a year ago included a release of a $1.1 million tax valuation
                allowance, the tax benefit of which was $0.4
                million.




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**Three
                Months Ended****September
                30,**
            
            **Change***(Dollars
                in thousands)*
            
            **2008**
            
            **2007**
            
            **$**
            ****
            **%*****Revenues******Investment
                advisory and management fees***
            
            $
            8,478
            
            $
            7,877
            
            $
            601
            
            
            8
            %





The
      increase in revenues was attributable to higher levels in AUM from new and
      existing clients during the current period when compared with the same period
      a
      year ago.





For
      the
      three months ended September 30, 2008, CI Investments Inc. (“CI”), a
      Canadian-owned investment management company, accounted for approximately 14%
      of
      revenues, while Genworth Financial Asset Management, Inc. (“Genworth”),
      an investment adviser, through its investments in the Epoch
      International Small Cap Fund (“EPIEX”) and the Epoch Global Equity Shareholder
      Yield Fund (“EPSYX”), as well as separate account mandates, accounted for
      approximately 19% of revenues.





For
      the
      three months ended September 30, 2007, CI accounted for approximately 17% of
      consolidated revenues, while Genworth accounted for approximately 29% of
      consolidated revenues.





**Three
                Months Ended****September
                30,**
            
            **Change***(Dollars
                in thousands)*
            
            **2008**
            
            **2007**
            
            **$**
            ****
            **%*****Employee
                related costs (excluding share-******based
                compensation)***
            
            $
            4,117
            
            $
            4,249
            
            $
            (132
            )
            
            (3
            )%*As
                a percent of total revenue*
            
            
            49
            %
            
            54
            %




Expenses
      in this category include salaries, benefits, severance, incentive compensation,
      signing bonuses and commission expenses. These expenses declined slightly from
      the same period a year ago, primarily as a result of a reduction in incentive
      compensation, including commissions.





**Three
                Months Ended****September
                30,**
            
            **Change***(Dollars
                in thousands)*
            
            **2008**
            
            **2007**
            
            **$**
            ****
            **%*****Share-based
                compensation***
            
            $
            1,330
            
            $
            1,075
            
            $
            255
            
            
            24
            %*As
                a percent of total revenue*
            
            
            16
            %
            
            14
            %





The
      Company believes that share-based compensation promotes unity in the workplace
      and a common objective with shareholders. Employee share-based compensation
      expense is recognized as follows: 12.5% immediately, and the remaining 87.5%
      ratably over the three-year vesting period of those awards.





The
      Company traditionally pays incentive shared-based compensation to certain senior
      executives during the first three months of each fiscal year based upon the
      previous fiscal year’s performance, and to other employees during the first
      three months following the calendar year.





In
      the
      three months ended September 30, 2008 and 2007, a total of 197,943 and 152,673
      shares of restricted stock, respectively, were issued to employees. A total
      of
      24,742 and 19,085 shares of the awards issued in the three months ended
      September 30, 2008 and 2007, respectively, or approximately 12.5%, were
      immediately vested. The remaining 87.5% of the shares vest ratably over the
      subsequent three years. During the three months ended September 30, 2008 and
      2007, a total of 0 and 1,449 shares, respectively, were forfeited by terminated
      employees.


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During
      the three months ended September 30, 2008 and 2007, **** 38,260
      and 35,604 shares, respectively, were granted to directors of the Company.
      All
      director stock awards vest over one year. Share-based compensation expense
      is
      recognized ratably over the respective vesting period, in accordance with the
      underlying vesting provisions.





**Three
                Months Ended****September
                30,**
            
            **Change***(Dollars
                in thousands)*
            
            **2008**
            
            **2007**
            
            **$**
            ****
            **%*****General,
                administrative and occupancy***
            
            $
            1,352
            
            $
            1,384
            
            $
            (32
            )
            
            (2
            )%*As
                a percent of total revenue*
            
            
            16
            %
            
            18
            %





These
      expenses consist primarily of office rents, as well as expenses for travel
      and
      entertainment, advertising and marketing, information technology, utilities,
      and
      other office related expenses. A decrease in office-related expenses was the
      main reason for the decrease in general, administrative and occupancy
      costs.





**Three
                Months Ended****September
                30,**
            
            **Change***(Dollars
                in thousands)*
            
            **2008**
            
            **2007**
            
            **$**
            ****
            **%*****Professional
                service fees***
            
            $
            719
            
            $
            757
            
            $
            (38
            )
            
            (5
            )%*As
                a percent of total revenue*
            
            
            8
            %
            
            10
            %




These
      expenses consist primarily of outside legal fees for general corporate legal
      affairs, independent accountants' fees, consulting fees, and other professional
      services. A decrease in legal costs was the primary cause of the decline in
      professional fees and services.





**Three
                Months Ended****September
                30,**
            
            **Change***(Dollars
                in thousands)*
            
            **2008**
            
            **2007**
            
            **$**
            ****
            **%*****Other
                income***
            
            $
            34
            
            $
            1,383
            
            $
            (1,349
            )
            
            (98
            )%




Other
      income includes interest income, dividend income, realized gains on investments,
      and rental income from subleased office space in New York. The prior year
      quarter included realized gains of $0.9 million from the sales of marketable
      securities. The current quarter included a realized loss of $0.3 million on
      other investments. Additionally, lower interest rates during the current quarter
      caused interest income to decline by $0.2 million when compared to amounts
      in
      the same period a year ago.





The
      Company does not expect other income levels to be as high as those in the
      previous year.


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**Three
                Months Ended****September
                30,**
            
            **Change***(Dollars
                in thousands)*
            
            **2008**
            
            **2007**
            
            **$**
            ****
            **%*****Provision
                for (benefit from) income taxes***
            
            $
            306
            
            $
            (406
            )
            $
            712
            
            
            NM*Effective
                income tax rate*
            
            
            34.5
            %
            
            (24
            )%


NM
      - not
      meaningful





In
      calculating the provision for (benefit from) income taxes, the Company uses
      an
      estimate of the annual effective tax rate based upon the facts and circumstances
      known at each interim period. On a quarterly basis, the effective tax rate
      is
      adjusted, as appropriate, based upon current facts and circumstances, if any,
      as
      compared to those forecasted at the beginning of the fiscal year and each
      interim period thereafter.





The
      effective income tax rate for the three months ended September 30, 2008 was
      34.5%. During the quarter ended September 30, 2007 the Company’s provision for
      income taxes was reduced for the release of a valuation allowance of
      approximately $1.1 million against a previously impaired
      investment.




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**Liquidity
      and Capital Resources**





The
      Company’s operating cash flows are primarily influenced by the timing and
      receipt of investment management fees, and the payment of operating expenses,
      including incentive compensation to senior executives and employees. Investing
      and financing cash flows are primarily influenced by activities to acquire
      property and equipment and the payment of common stock dividends, respectively.
      Investment management fees are generally collected within 90 days of billing.
      The Company traditionally pays cash incentive compensation during the first
      three months of each fiscal year to certain senior executives based upon the
      previous fiscal year’s performance, and to other employees during the first
      three months following the calendar year. Prospectively, the Compensation
      Committee of the Board of Directors intends to pay all incentive compensation
      during the first three months following the calendar year. The Company generally
      makes dividend payments on its common stock on a quarterly basis.





Sources
      of funds for the Company's operations are derived from investment advisory
      and
      investment management fees, interest on the Company's cash and cash equivalents,
      and sublease income. As of September 30, 2008, the Company had $41.2 million
      of
      liquid assets, which consists of cash and cash equivalents and accounts
      receivable to fund its business growth strategy. Given the availability of
      these
      funds the Company does not maintain an external source of
      liquidity.




At
      September 30, 2008, accounts payable and accrued liabilities, which consist
      of
      accrued professional fees, trade payables and other liabilities, were $1.0
      million. Accrued compensation and benefits, which consist primarily of accrued
      employee bonuses and sales commissions, were $3.9 million. There was no debt
      and
      management does not foresee any reason to incur debt unless a significant
      business opportunity warrants such action.





The
      Company's business does not require it to maintain significant capital balances. Management
      believes that the sources of liquidity described above will be sufficient to
      meet the Company’s operating needs for
      the
      foreseeable future and will enable it to implement its growth
      objectives.





A
      summary
      of cash flow data for the three months ended September 30, 2008 and 2007,
      respectively, is as follows *(in
      thousands):*





**Three
                Months Ended****September
                30,****2008**
            
            **2007**Cash
                flows (used in)/ provided by :Operating
                activities
            
            $
            (2,249
            )
            $
            3,202Investing
                activities
            
            
            173
            
            
            23,074Financing
                activities
            
            
            (325
            )
            
            353Net
                (decrease)/ increase in cash and cash equivalents
            
            
            (2,401
            )
            
            26,629Cash
                and cash equivalents at beginning of year
            
            
            37,436
            
            
            3,097Cash
                and cash equivalents at end of the period
            
            $
            35,035
            
            $
            29,726Percent
                of total assets
            
            
            67
            %
            
            67
            %




**Cash
      Flows from Operating Activities**





Cash
      flows from operating activities decreased $5.5 million in the current quarter
      when compared with the same quarter a year ago. This decrease was due to the
      timing differences in the cash settlement of assets and liabilities,
      particularly the payment of accrued compensation and income taxes.


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**Cash
      Flows from Investing Activities**





Cash
      flows from investing activities decreased by $22.9 million in the current
      quarter when compared with the same quarter a year ago. Prior year investing
      activities included $21.9 million of proceeds from the sale of short-term
      investments as well as $1.3 million of proceeds from the sale of shares of
      marketable securities. During August and September 2007, in response to
      increasing credit quality concerns present in the fixed income securities
      market, the Company liquidated all of its short-term investments. Proceeds
      from
      these liquidations were then invested in cash and cash equivalents. No gains
      or
      losses were realized from these liquidations.





**Cash
      Flows from Financing Activities**





Cash
      flows from financing activities decreased by $0.7 million in the current quarter
      when compared with the same quarter a year ago. Included in this change was
      the
      payment of common stock dividends, as well as share buy-backs during the quarter
      ended September 30, 2008, offset by the recognition of excess tax benefits
      on
      share-based compensation during the quarter. The Company initiated the payment
      of common stock dividends as well as the share buy-back program subsequent
      to
      September 30, 2007.





When
      a
      restricted stock award vests, the market price on the date the stock
      vests to the employee may be higher than the original grant-date fair
      market value of the award. If that is the case, the difference between the
      cumulative amount that has been recognized through the Condensed Consolidated
      Statements of Operations and the vesting amount results in an excess tax
      benefit. Excess tax benefits reduce income taxes payable and increase additional
      paid-in capital in the year they are recognized, and are reflected as a
      financing activity on the Statements of Cash Flows. Excess tax benefits
      recognized during the three months ended September 30, 2008 and 2007 were
      approximately $1.5 million and $0.4 million, respectively.





**Preferred
      Stock Dividends**





As
      a
      result of the November 7, 2006 preferred stock issuance, the Company began
      paying semi-annual dividends on newly issued Series A Convertible Preferred
      Stock (“the Preferred Stock”), payable December 31 and June 30 of each year. The
      semi-annual dividend payments were approximately $230 thousand, each June and
      December.





On
      July
      1, 2008, the holder of the 10,000 shares of the Preferred Stock outstanding,
      with a face value of $10,000,000, converted the Preferred Stock to 1,666,667
      shares of Common Stock. Accordingly, the Series A Convertible Preferred Stock
      has been cancelled and the conversion eliminates the holder’s rights to receive
      the semi-annual dividends on the Preferred Stock.





**Common
      Stock Dividends**





The
      Company commenced declaring and paying a quarterly dividend on its common stock
      in the quarter ended December 31, 2007.





On
      July
      9, 2008, the Board of Directors declared a 20% increase in the quarterly per
      share dividend rate on the Company’s Common Stock, from $0.025 per share to
      $0.03 per share. The dividend was paid on August 15, 2008 to all shareholders
      of
      record at the close of business on July 31, 2008.





On
      October 10, 2008, the Board of Directors declared a quarterly cash dividend
      on
      the Company's Common Stock of $0.03 per share. The dividend is payable on
      November 14, 2008 to all shareholders of record at the close of business on
      October 31, 2008.





The
      Company expects quarterly dividends going forward to be paid in February, May,
      August and November of each fiscal year, and anticipates a total annual dividend
      of $0.12 per common share. However, the actual declaration of future cash
      dividends, and the establishment of record and payment dates, will be subject
      to
      final determination by the Board of Directors each quarter after its review
      of
      the Company's financial performance, as well as general business conditions,
      capital requirements, and any contractual, legal and regulatory
      restrictions.


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**Common
      Stock Repurchase Plan**





On
      June
      24, 2008, the Board of Directors approved
      the repurchase of up to a maximum of 250,000 shares, or just over 1%, of the
      Company’s fully diluted outstanding Common Stock. The repurchase plan calls for
      the repurchases to be made in the open market and/or in privately negotiated
      transactions from time to time in compliance with applicable laws, rules and
      regulations, including Rule 10b-18 under the Securities Exchange Act of 1934,
      as
      amended, subject to prevailing market and business conditions. The plan does
      not
      obligate the Company to purchase any particular number of shares, and may be
      suspended or discontinued at any time. The repurchase plan will expire on June
      30, 2009.





During
      the three months ended September 30, 2008, the Company repurchased approximately
      64,000 shares at a weighted average price of $8.98.





**Financial
      Position**





***Working
      Capital***





The
      Company's working capital and current ratio (current assets divided by current
      liabilities) for the three months ended September 30, 2008 and recent fiscal
      year ended June 30, 2008 is set forth in the table below ( *in
      thousands* ):





**September 30,**
            
            **June 30,**
            
            **(Decrease)/**
            
            **Percent****2008**
            
            **2008**
            
            **Increase**
            
            **Change**Current
                Assets
            
            $
            43,622
            
            $
            44,753
            
            $
            (1,131
            )
            
            (3
            )%Current
                Liabilities
            
            
            4,870
            
            
            7,961
            
            
            (3,091
            )
            
            (39
            )%Working
                Capital
            
            $
            38,752
            
            $
            36,792
            
            $
            1,960
            
            
            5
            %Current
                Ratio
            
            
            9.0
            
            
            5.6
            
            
            3.4
            
            
            60
            %




**Contractual
      Obligations**





The
      Company's primary headquarters and operations are located in New York, New
      York.
      Business is conducted at a location with approximately 13,000 square feet under
      a long-term lease that expires in September 2015.





The
      Company is also the primary party to another lease in New York, New York with
      approximately 8,500 square feet, which expires in November 2010. In January
      2002, a sublease agreement was executed with an unrelated third party for this
      property. While the Company remains responsible under terms of the original
      lease, the subtenant has assumed those responsibilities and is performing its
      obligations under the sublease agreement. Proceeds from the sublease, net of
      profit sharing with the landlord, more than offset the Company’s obligations
      under this lease.





The
      subtenant has performed its obligations under the sublease agreement and the
      Company is not aware of any credit issues with the subtenant. As of September
      30, 2008, the remaining future minimum payments under this lease total $1.0
      million. Future minimum receipts from the subtenant, net of profit sharing
      with
      the landlord, slightly exceed $1.1 million as of September 30,
      2008.


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The
      Company also has an office lease in Sherman Oaks, California with an annual
      option to renew. The obligations under this lease are minimal.





The
      Company entered into a three-year employment agreement with its Chief Executive
      Officer in November 2007, effective January 1, 2008. The agreement calls for
      a
      base annual salary of $350 thousand and bonus compensation in accordance with
      the Company’s bonus and incentive compensation plans then in effect. The
      agreement also calls for certain payments in the event of termination. The
      payments could vary depending on the cause of termination and whether or not
      the
      Board of Directors elects to enforce a non-compete agreement. The agreement
      was
      reviewed and approved by the Company's Compensation Committee and the Board
      of
      Directors.





**Summary
      of Contractual Obligations**





The
      following table summarizes all contractual obligations, including the
      aforementioned office leases ( *in
      thousands* ):


**Payments
                    Due in****Fiscal
                    Years Ended June 30,****Remaining****Payments in**
                
                
                
                
                
                **2014
                    and****2009**
                
                **2010-2011**
                
                **2012-2013**
                
                **thereafter**
                
                **Total**Primary
                    New York operations
                
                $
                732
                
                $
                1,680
                
                $
                1,434
                
                $
                1,613
                
                $
                5,459Subleased
                    New York lease
                
                
                360
                
                
                681
                
                
                -
                
                
                -
                
                
                1,041Other
                    office locations
                
                
                7
                
                
                -
                
                
                -
                
                
                -
                
                
                7Other
                    operating leases
                
                
                39
                
                
                47
                
                
                10
                
                
                -
                
                
                96Total
                    obligations
                
                
                1,138
                
                
                2,408
                
                
                1,444
                
                
                1,613
                
                
                6,603Sublease
                    income
                
                
                (430
                )
                
                (670
                )
                
                -
                
                
                -
                
                
                (1,100
                )Net
                    obligations
                
                $
                708
                
                $
                1,738
                
                $
                1,444
                
                $
                1,613
                
                $
                5,503





**Off-Balance
      Sheet Arrangements**





As
      of
      September 30, 2008 the Company had no off-balance sheet
      arrangements.





**Significant
      Transactions**





**** ***eStara
      transaction***


During
      the fiscal year ended June 30, 2000, J Net Enterprises, Inc. (“J Net”), the
      predecessor company to Epoch, made an investment in eStara, Inc. ("eStara"),
      a
      technology-related company that provided conversion and tracking solutions
      to
      enhance on-line sales. During the fiscal year ended June 30, 2003, J Net’s
      management concluded its ability to recover its investment was remote and wrote
      down the remaining carrying value to zero. On October 2, 2006, eStara’s
      stockholders approved the acquisition of its stock by Art Technology Group,
      Inc.
      (NASDAQ ticker symbol “ARTG”). Under the terms of the agreement, ARTG acquired
      all of the outstanding common stock, preferred stock, and vested and unvested
      stock options of eStara.





In
      exchange for the eStara preferred shares held, the Company received 2,431,577
      common shares of ARTG and $267 thousand in cash. The common shares received
      from
      ARTG were subject to a lock-up agreement pursuant to which the shares were
      released to the Company in equal monthly installments over a period of
      12 months, which commenced January 2007.


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During
      the quarter ended September 30, 2007, the Company sold approximately 0.4 million
      shares of ARTG and recorded realized gains of approximately $0.9 million. Upon
      sale, these gains were reclassified, in accordance with the provisions of SFAS
      No. 115, *Accounting
      for Certain Investments in Debt and Equity Securities* ,
      from
      Accumulated other comprehensive income (loss), a separate component of
      stockholders’ equity, to Realized gains on investments on the Condensed
      Consolidated Statement of Operations. All of the remaining shares of ARTG were
      sold before the end of fiscal year ended June 30, 2008.





***Strategic
      Data Corporation transaction***


During
      the fiscal year ended June 30, 2000, J Net, the predecessor company to Epoch,
      made an investment in Strategic Data Corp. ("SDC"), a technology-related company
      that specialized in advertising optimization technology. During the fiscal
      year
      ended June 30, 2001, the carrying value of this investment was deemed to be
      impaired by J Net’s management and written down to zero.




On
      February 20, 2007, SDC’s stockholders approved the acquisition of its stock by
      Fox Interactive Media, Inc. (“FIM”). Under the terms of the agreement, FIM
      acquired all of the outstanding common stock, preferred stock, and vested and
      unvested stock options of SDC. As a result of the merger, the Company, as a
      holder of the preferred stock of SDC, received an initial cash payment of
      approximately $2.2 million on March 22, 2007.





The
      SDC
      merger also calls for contingent payments, upon the achievement of certain
      targets and milestones, payable over a period of approximately 3.5 years from
      the closing, as well as the release of an escrow fund. The Company’s share of
      additional contingent payments and escrow funds stemming from the acquisition
      ranges from zero to approximately $15.4 million.





The
      first
      target measurement date was November 2007 and the Company accrued approximately
      $344 thousand at that time. The Company received those proceeds during the
      quarter ended March 31, 2008. The second target measurement date was June 2008
      and the Company accrued an additional $200 thousand at that time, the proceeds
      of which were received during the current quarter ended September 30, 2008.
      No
      further amounts related to the contingent payments or escrow fund have been
      accrued as of September 30, 2008, as no such amounts are readily estimable
      or
      determinable at this time.





**New
      Accounting Pronouncements**





In
      September 2006, the Financial Accounting Standards Board (“FASB”) issued
      Statement of Financial Accounting Standards (“SFAS”) No. 157, *Fair
      Value Measurements* (“SFAS
      157”). SFAS 157 defines fair value, establishes a framework for measuring fair
      value and enhances disclosures about fair value measurements required under
      other accounting pronouncements, but does not change existing guidance as to
      whether or not an instrument is carried at fair value. SFAS 157 is effective
      for
      the Company beginning July 1, 2008. SFAS 157 establishes a fair value hierarchy,
      which requires an entity to maximize the use of observable inputs and to
      minimize the use of unobservable inputs when measuring fair value. The adoption
      of SFAS 157 did not have a material effect on the Company’s condensed
      consolidated financial position, results of operations, or cash flows.





In
      February 2007, the FASB issued SFAS No. 159, *The
      Fair Value Option for Financial Assets and Financial
      Liabilities* (“SFAS
      159”). SFAS 159 permits certain financial assets and financial liabilities to be
      measured at fair value, using an instrument-by-instrument election. The initial
      effect of adopting SFAS 159 must be accounted for as a cumulative effect
      adjustment to opening retained earnings for the fiscal year of adoption.
      Retrospective application to fiscal years preceding the effective date is not
      permitted. SFAS 159 was effective for the Company beginning July 1, 2008. The
      adoption of SFAS 159 did not have a material effect on the Company’s condensed
      consolidated financial position, results of operations, or cash
      flows.


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In
      March
      2008, the FASB issued SFAS No. 161 *,
      Disclosures about Derivative Instruments and Hedging Activities, an amendment
      of
      FASB Statement No. 133* (“SFAS
      161”), which requires enhanced disclosures about an entity’s derivative and
      hedging activities. SFAS 161 is effective for the Company beginning July
      1,
      2009. The Company does not currently engage in hedging or derivative
      transactions and, accordingly, does not expect the adoption of this
      pronouncement to have a material impact on its consolidated financial position,
      results of operations, or cash flows.





In
      June
      2008, the FASB issued FASB Staff Position (“FSP”) EITF No. 03-6-1, *Determining
      Whether Instruments Granted in Share-Based Payment Transactions Are
      Participating Securities* .
      FSP
      EITF No. 03-6-1 addresses whether instruments granted in share-based payment
      transactions are participating securities prior to vesting and therefore need
      to
      be included in the earnings allocation in calculating earnings per share under
      the two-class method described in SFAS No. 128, *Earnings
      per Share* .
      FSP
      EITF No. 03-6-1 requires companies to treat unvested share-based payment awards
      that have non-forfeitable rights to dividends or dividend equivalents as a
      separate class of securities in calculating earnings per share. FSP EITF No.
      03-6-1 is effective for the Company beginning July 1, 2009; earlier application
      is not permitted. The Company does not expect the adoption of FSP EITF No.
      03-6-1 to have a material effect on its results of operations or earnings per
      share.





In
      October 2008, the FASB issued FSP 157-3, *Determining
      the Fair Value of a Financial Asset When the Market for That Asset is Not
      Active* .
      FSP
      157-3 does not reinterpret or change SFAS 157’s existing principles but rather
      is intended to enhance comparability and consistency in fair value measurements
      of financial assets that trade in markets that are inactive. FSP 157-3 primarily
      re-asserts that when the market is inactive, management is not required to
      use
      thinly traded quotes or quotes reflecting distressed prices. Rather, management
      should look to other means to estimate fair value, such as the “income
      approach,” which discounts the estimated cash flows and results in a Level 3
      classification because the inputs are not observable. Revisions resulting from
      a
      change in the valuation technique or its application shall be accounted for
      as a
      change in accounting estimate. FSP 157-3 was effective immediately upon
      issuance. The Company does not currently have such investment instruments and,
      as such, the adoption of this pronouncement had no effect on its condensed
      consolidated financial position, results of operations, or cash
      flows. ****





**Item
                3.****Quantitative
                and Qualitative Disclosures About Market Risk.**




***Market
      Risk***





The
      Company’s predominant exposure to market risk is directly related to its role as
      an investment adviser for the mutual funds and separate accounts the Company
      manages. Changes in value of assets managed will impact the level of management
      and performance fee revenues. Approximately 57% of the Company’s revenue is
      derived from daily net asset values, while the remaining 43% of revenue is
      derived from market values of AUM at the end of the quarter. Declines in equity
      security market prices could cause revenues to decline because of lower
      investment management fees by causing:





•
            the
                value of AUM to decrease.


•
            the
                returns realized on AUM to decrease (impacting performance
                fees).


•
            clients
                to withdraw funds in favor of investments in markets that they perceive
                to
                offergreater
                opportunity.





Underperformance
      of client accounts relative to competing products could exacerbate these
      factors.





The
      management of market risk on behalf of our clients, and the impact on fees
      to
      the Company, is a significant focus for us and we use a variety of risk
      measurement techniques to identify and manage market risk.


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***Other
      investments***





The
      Company is exposed to fluctuations in the market price of Other investments
      presented on its Condensed Consolidated Balance Sheets. The total fair value
      of
      these Other investments as of September 30, 2008 and June 30, 2008 was $3.3
      million and $4.0 million, respectively. The Company does not hedge its market
      risk related to these securities and does not intend to do so in the
      future.





At
      September 30, 2008, the Company performed sensitivity analysis to assess the
      potential loss in the fair value of these market-risk sensitive securities.
      The
      following table represents the estimated impact on the Company’s financial
      position assuming a hypothetical 10% decline in associated market indices
      ( *dollars
      in thousands* ):





**Estimated Fair****Value After****Hypothetical**
            
            **Hypothetical**
            
            **Decrease in****Fair Value at**
            
            **Percentage**
            
            **Percentage**
            
            **Stockholders'****September 30, 2008**
            
            **Decline**
            
            **Change**
            
            **Equity
                (****1****)**Other
                investments
            
            $
            3,339
            
            
            10
            %
            $
            3,074
            
            $
            265





*1)*
            *Investments
                in the Epoch mutual funds and the separate account of Epoch's Global
                All-Cap Product are classified as available-for-sale securities.
                Unrealized gains or losses on available-for-sale securities are excluded
                from earnings and recorded in other comprehensive income (loss) as a
                separate component of stockholders’ equity until realized. The investment
                in the Epoch Global Absolute Return Fund, LLC is accounted for using
                the
                equity method, under which the Company's share of net realized and
                unrealized earnings or losses from the limited liability company
                is
                reflected in income.*




***Cash
      and cash equivalents***





Cash
      and
      cash equivalents are exposed to market risk due to changes in interest rates,
      which impacts interest income. The Company consistently monitors the quality
      of
      the institution where its cash is deposited, the balance of which, at times,
      may
      be in excess of the FDIC insurance limits. Presently, the Company neither
      participates in hedging activities nor does it have any derivative financial
      instruments.





**Item
      4. Controls and Procedures.**





***Evaluation
      of Disclosure Controls and Procedures*** .





The
      Company has established and maintains disclosure controls and other procedures
      (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as
      amended (the "Exchange Act")), that are designed to provide reasonable assurance
      that material information relating to Epoch Holding Corporation and its
      subsidiaries on a consolidated basis is recorded, processed, accumulated,
      summarized and communicated accurately to management, including its principal
      executive officer and principal financial and accounting officer, as appropriate
      to allow timely decisions regarding required disclosure. There are inherent
      limitations to the effectiveness of any system of disclosure controls and
      procedures, including the possibility of human error and the circumvention
      or
      overriding of the controls and procedures. In designing and evaluating our
      disclosure controls and procedures, management recognized that disclosure
      controls and procedures, no matter how well conceived and operated, can only
      provide reasonable, not absolute assurance that the objectives of the disclosure
      controls and procedures are met.


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For
      the
      fiscal quarter ended September 30, 2008, management, with the participation
      of
      the Company's principal executive officer and principal financial and
      accounting officer, has evaluated the effectiveness of the design and
      operation of its disclosure controls and procedures. Based on such evaluation,
      the Company's principal executive officer and principal financial and
      accounting officer have concluded that the Company's disclosure controls
      and procedures were effective during the period covered by this Quarterly Report
      on Form 10-Q.





The
      Company has also established and maintains internal control over financial
      reporting as a process designed to provide reasonable assurance regarding the
      reliability of financial reporting and the preparation of condensed consolidated
      financial statements for external purposes in accordance with accounting
      principles generally accepted in the United States. In the ordinary course
      of
      business, the Company routinely enhances its internal controls and procedures
      for financial reporting by either upgrading its current systems or implementing
      new systems. During the fiscal quarter ended September 30, 2008, there was
      no
      change in the Company’s internal controls over financial reporting reporting (as
      defined in Rule 13a-5(f) under the Exchange Act) that has materially affected,
      or is reasonably likely to materially affect, the Company’s internal control
      over financial reporting.


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**PART
      II. OTHER INFORMATION**




**Item
      1.****Legal
      Proceedings.**





From
      time
      to time, the Company or its subsidiaries may become parties to claims, legal
      actions and complaints arising in the ordinary course of business. Management
      is
      not aware of any claims which would have a material adverse effect on its
      condensed consolidated financial position, liquidity, or results of
      operations.




**Item
      1a. Risk Factors.**





See
      Part
      I. Item 2. “Management’s Discussion and Analysis of Financial Condition and
      Results of Operations - Business Environment” in this report for a discussion of
      the conditions in the financial markets and economic conditions affecting our
      business. This discussion updates, and should be read together with the risk
      factor entitled “Negative performance of the securities markets could reduce our
      revenues” in our annual report on Form 10-K for the year ended June 30,
      2008.





In
      addition, for further discussion of our potential risks and uncertainties,
      see
      information under the heading “Risk Factors” in our annual report on Form 10-K
      for the year ended June 30, 2008.





**Item
      2. Unregistered Sales of Equity Securities and Use of
      Proceeds.**





**(c)
      Purchases of Equity Securities by the Issuer.**





On
      June
      24, 2008, the Company’s Board of Directors approved the repurchase of up to a
      maximum of 250,000 shares, or just over 1%, of the Company’s fully diluted
      outstanding Common Stock. The repurchase plan calls for the repurchases to
      be
      made in the open market and/or in privately negotiated transactions from time
      to
      time in compliance with applicable laws, rules and regulations, including Rule
      10b-18 under the Securities Exchange Act of 1934, as amended, subject to
      prevailing market and business conditions. The plan does not obligate the
      Company to purchase any particular number of shares, and may be suspended or
      discontinued at any time. The repurchase plan will expire on June 30,
      2009.





The
      table
      below displays information with respect to the treasury shares the Company
      purchased under the repurchase plan discussed above during the three months
      ended September 30, 2008.





**(c
                )**
            
            **(d)****(b)**
            
            **Total Number of**
            
            **Maximum Number****(a)**
            
            **Average**
            
            **Shares Purchased**
            
            **of Shares that May****Total Number**
            
            **Price**
            
            **as Part of Publicly**
            
            **Yet Be Purchased****of Shares**
            
            **Paid Per**
            
            **Announced Plans**
            
            **Under Outstanding****Period**
            
            **Purchased**
            
            **Share**
            
            **or Programs**
            
            **Plans or Programs****(1)**July
                1 - July 31, 2008
            
            
            63,900
            
            $
            8.98
            
            
            63,900
            
            
            177,200August
                1 - 31, 2008
            
            
            -
            
            
            
            
            
            -
            
            
            177,200September
                1 - 30, 2008
            
            
            -
            
            
            
            
            
            -
            
            
            177,20063,900
            
            $
            8.98
            
            
            63,900





(1)
      Subsequent to September 30, 2008, the Company repurchased an additional 64,400
      shares at a wieghted average price of $7.64. As of November 5, 2008, there
      were
      112,800 shares that could be purchased under our share repurchase
      program.


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To
      satisfy statutory employee tax withholding requirements related to the vesting
      of common shares from employee stock awards, the Company purchases, and then
      resells in the open market, shares to cover and pay for employee tax
      withholdings. At September 30, 2008, there were approximately 47,000 shares
      held
      in treasury to be resold by the Company in the open market.





**Item
      5. Other Information.**





The
      Company’s Annual Meeting of Stockholders will be held on Thursday, December 4,
      2008 at 9:00 A.M. at The Cornell Club of New York City, 6 East 44th Street,
      New
      York, New York 10017.




**Item6.**  **Exhibits.**




(a)
            Exhibits:






**Exhibit
                No.**
            
            **Description**8.01
            
            Voluntary
                conversion by holder of preferred shares into common shares (**A**).8.01
            
            Declaration
                of quarterly dividend, and increase of 20%, payable
                August 15, 2008 (**B**)8.01
            
            Declaration
                of quarterly dividend, payable November 14, 2008 (**C**).31.1
            
            Chief
                Executive Officer Certification (**D**).31.2
            
            Chief
                Financial Officer Certification**(D**).32.1
            
            Certification
                of Chief Executive Officer and Chief Financial Officer Purusant to
                18
                U.S.C. Section 1350as
                Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
                (**D**).99.3
            
            Press
                release announcing AUM as of September 30, 2008 (**E**).**(A)**
            Incorporated
                by reference to Registrant's current report on Form 8-K dated July
                1,
                2008.**(B)**
            Incorporated
                by reference to Registrant's current report on Form 8-K dated July
                9,
                2008.**(C)**
            Incorporated
                by reference to Registrant's current report on Form 8-K dated October
                10,
                2008.**(D)**
            Included
                herein.**(E)**
            Incorporated
                by reference to Registrant's current report on Form 8-K dated October
                7,
                2008.




Signature





Pursuant
      to the requirements of the Securities Exchange Act of 1934, the Registrant
      has
      duly caused this report to be signed on its behalf by the undersigned thereunto
      duly authorized.





EPOCH
                HOLDING CORPORATION(Registrant)By:
            /s/ Adam
                BorakChief
                Financial OfficerDate:
                November 10, 2008
            
            (Principal
                Financial and Accounting Officer)




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