Exhibit 31.2

                  PRINCIPAL FINANCIAL OFFICER CERTIFICATION

     In connection with the Quarterly Report of Epoch Holding Corporation
(the "Registrant") on Form 10-Q for the quarter ended December 31, 2004 as
filed with the Securities and Exchange Commission on the date hereof, I Mark
E. Wilson, Chief Financial Officer of the Registrant, certify, pursuant to 18
U.S.C. SS 1350, as adopted pursuant to SS 302 of the Sarbanes-Oxley Act of
2002, that:

     (1)  I have reviewed this quarterly report on Form 10-Q of the
Registrant;

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

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

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

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

          (b)  [Paragraph omitted pursuant to SEC Release Nos. 22-8238, 34-
47986]

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

          (d)  Disclosed in this report any change in the Registrant's
internal control over financial reporting that occurred during the
Registrant's most recent fiscal quarter that has materially affected, or is
reasonably likely to materially affect, the Registrant's internal control
over financial reporting;

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

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

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

Dated:  February 14, 2005                By:  /s/ Mark E. Wilson
                                              _______________________
                                              Mark E. Wilson
                                              Chief Financial Officer