UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549
                                   FORM 10-Q

(Mark One)
[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

For the quarterly period ended December 31, 2005

                                       OR

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

For the transition period from _______________ to___________________

Commission file no. 1-9728

                           EPOCH HOLDING CORPORATION
__________________________________________________________________________
             (Exact name of registrant as specified in its charter)

         Delaware                            20-1938886
_______________________________   ____________________________________
(State or other jurisdiction of   (I.R.S. Employer Identification No.)
incorporation or organization)

640 Fifth Avenue, 18th Floor, New York, NY            10019
__________________________________________          __________
(Address of principal executive offices)            (Zip Code)

                                 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   x      No
                                ___         ___

Indicate by check mark whether the registrant is an accelerated filer (as
defined by Rule 12b-2 of the Exchange Act).

                           Yes          No   x
                                ___         ___

Indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Act):

                           Yes          No   x
                                ___         ___


There were 18,878,164 shares of the Registrant's common stock outstanding
as of February 10, 2006.

                 EPOCH HOLDING CORPORATION AND SUBSIDIARIES
                                   INDEX

Part I.   Financial Information

Item 1.   Financial Statements
            Condensed Consolidated Balance Sheets (Unaudited) -
              December 31, 2005 and June 30, 2005
            Condensed Consolidated Statements of Operations (Unaudited) -
              Three and Six Months Ended December 31, 2005 and 2004
            Condensed Consolidated Statement of Stockholders' Equity
              (Unaudited) - Six Months Ended December 31, 2005
            Condensed Consolidated Statements of Cash Flows
              (Unaudited) - Six Months Ended December 31, 2005 and 2004
            Notes to Condensed Consolidated Financial Statements -
              (Unaudited)

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

Item 3.   Quantitative and Qualitative Disclosure About Market Risk

Item 4.   Controls and Procedures

Part II.  Other Information

Item 1.   Legal Proceedings

Item 4.   Submission of Matters to a Vote of Security Holders

Item 6.   Exhibits and Reports on Form 8-K

                 EPOCH HOLDING CORPORATION AND SUBSIDIARIES
                   CONDENSED CONSOLIDATED BALANCE SHEETS
                          (Dollars in thousands)
                                (Unaudited)

                                                December 31,   June 30,
                                                    2005         2005
                                                ____________   ________
ASSETS
______

Current assets:
  Cash and cash equivalents                       $  7,631     $ 8,550
  Accounts receivable                                1,970       1,224
  Prepaid expenses                                     174          66
                                                  ________     _______
      Total current assets                           9,775       9,840
                                                  ________     _______

Investments in technology-related businesses           157         157

Property and equipment, net of accumulated
  depreciation                                       2,081       2,088

Security deposits                                      726         946
                                                  ________     _______
      Total assets                                $ 12,739     $13,031
                                                  ========     =======

LIABILITIES AND STOCKHOLDERS' EQUITY
____________________________________

Current liabilities:
  Accounts payable and other current
    liabilities                                   $  3,079     $ 2,262
                                                  ________     _______
      Total current liabilities                      3,079       2,262
                                                  ________     _______

Deferred rent                                        1,079         981
Security deposits held                                 211         211

Commitments and contingencies (Note 5)

Stockholders' equity:
  Preferred stock - authorized 1,000,000
    shares of $1 par value; none issued                  -           -
  Common stock - authorized 60,000,000
    shares of $.01 par value; 18,721,178
    and 18,257,749 shares issued,
    respectively                                       187         182
  Additional paid-in capital                        26,600      24,404
  Unearned stock compensation                       (7,429)     (7,480)
  Accumulated deficit                              (10,988)     (7,529)
                                                  ________     _______
      Total stockholders' equity                     8,370       9,577
                                                  ________     _______
      Total liabilities and stockholders'
        equity                                    $ 12,739     $13,031
                                                  ========     =======

See Notes to Condensed Consolidated Financial Statements.

                 EPOCH HOLDING CORPORATION AND SUBSIDIARIES
              CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
               (Dollars in thousands, except per share data)
                                (Unaudited)

                                     Three Months Ended  Six Months Ended
                                        December 31,        December 31,
                                     __________________  _________________
                                      2005        2004     2005     2004
                                     _______    _______  _______  ________
Revenues, net:
  Investment advisory and
    management fees                  $ 2,295    $ 1,065  $ 4,075  $ 1,852

Operating expenses:
  Employee related costs
    (excluding stock-based
    compensation)                      2,342      1,098    4,053    2,582
  Professional fees and services         128        164      347      444
  General and administrative             771        648    1,413    1,175
  Stock-based compensation             1,068        792    2,252    1,554
                                     _______    _______  _______  _______
      Total operating expenses         4,309      2,702    8,065    5,755
                                     _______    _______  _______  _______

Operating loss from continuing
  operations                          (2,014)    (1,637)  (3,990)  (3,903)
                                     _______    _______  _______  _______

Other income:
  Interest and other income              222        195      435      390
  Realized gain on investments            45          -       96        -
                                     _______    _______  _______  _______
      Total other income                 267        195      531      390
                                     _______    _______  _______  _______

Loss from continuing operations,
  before income taxes                 (1,747)    (1,442)  (3,459)  (3,513)
                                     _______    _______  _______  _______
Provision (benefit) for income
  taxes                                    -          -        -        -
                                     _______    _______  _______  _______
Loss from continuing operations,
  net of taxes                        (1,747)    (1,442)  (3,459)  (3,513)
                                     _______    _______  _______  _______

Income from discontinued
  operations, net of $0 taxes             -           -        -       (1)

Gain from sale of discontinued
  operations, net of $0 taxes             -           -        -      572
                                     _______    _______  _______  _______
      Net loss                       $(1,747)   $(1,442) $(3,459) $(2,942)
                                     =======    =======  =======  =======

Basic and diluted loss per share:
  Loss from continuing operations    $  (.09)   $  (.08) $  (.19) $  (.20)
  Income from discontinued
    operations                             -          -        -      .03
                                     _______    _______  _______  _______
Basic and diluted loss per share     $  (.09)   $  (.08) $  (.19) $  (.17)
                                     =======    =======  =======  =======

See Notes to Condensed Consolidated Financial Statements.


<TABLE>
                             EPOCH HOLDING CORPORATION AND SUBSIDIARIES
                     CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
                                 SIX MONTHS ENDED DECEMBER 31, 2005
                                  (Dollars and shares in thousands)
                                            (Unaudited)

                                  Common Stock   Additional    Unearned
                                 ______________   Paid-In       Stock       Accumulated
                                 Shares  Amount   Capital    Compensation     Deficit     Totals
                                 ______  ______  __________  ____________   ___________   _______
<S>                              <C>     <C>     <C>         <C>            <C>           <C>

Balance June 30, 2005            18,258   $182    $24,404      $(7,480)      $ (7,529)    $ 9,577
Net issuance of restricted
  stock                             463      5      2,196       (1,919)                       282
Amortization of stock-based
  compensation                                                   1,970                      1,970
Net loss                                                                       (3,459)     (3,459)
                                 ______   ____    _______      _______       ________     _______
Balance December 31, 2005        18,721   $187    $26,600      $(7,429)      $(10,988)    $ 8,370
                                 ======   ====    =======      =======       ========     =======

See Notes to Condensed Consolidated Financial Statements.
</TABLE>
                EPOCH HOLDING CORPORATION AND SUBSIDIARIES
              CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                           (Dollars in thousands)
                                (Unaudited)

                                                  Six Months Ended
                                                    December 31,
                                                 __________________
                                                  2005        2004
                                                 _______   ________

Operating activities:
  Net loss                                       $(3,459)  $ (2,942)
  Adjustments to reconcile net loss to net
    cash provided by (used in) operating
    activities:
    Gain on sale of discontinued operations            -       (572)
    Loss from discontinued operations                  -          1
    Realized gain on investment                      (96)         -
    Stock-based compensation                       2,252      1,554
    Depreciation                                     164         60

  Changes in assets and liabilities:
    (Increase) in accounts receivable               (746)      (981)
    (Increase) in prepaid expenses                  (108)       (67)
    (Increase) decrease in security deposits         220         (3)
    Increase (decrease) in accounts payable
      and other current liabilities                  817       (835)
    (Decrease) in Federal income tax payable           -     (1,373)
    Increase (decrease) in deferred rent              98        (11)
    Other, net                                         -         (3)
                                                 _______   ________
        Net cash used in operating activities       (858)    (5,172)
                                                 _______   ________

Investing activities:
  Redemption of short-term investments                 -      4,967
  Proceeds from investment                            96          -
  Security deposits paid                               -       (500)
  Purchase of property and equipment                (157)      (625)
                                                 _______   ________
        Net cash provided by (used in)
          investing activities                       (61)     3,842
                                                 _______   ________

Financing activities:
        Net cash provided by financing
          activities                                   -          -
                                                 _______   ________

Net increase (decrease) in cash and cash
  equivalents                                       (919)    (1,330)
Cash and cash equivalents at beginning
  of period                                        8,550     10,801
                                                 _______   ________
Cash and cash equivalents at end of period       $ 7,631   $  9,471
                                                 =======   ========

Supplemental disclosures of cash flow data:
  Cash paid for:
    Federal income taxes                         $     -   $  1,373
    Interest                                     $     -   $    110

Non-cash investing and financing activities:
  Note receivable from sale of discontinued
    operations                                   $     -   $    200

See Notes to Condensed Consolidated Financial Statements.

                 EPOCH HOLDING CORPORATION AND SUBSIDIARIES
           NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                (UNAUDITED)

Note 1 - Significant Accounting Policies and Business
Business:
Epoch Holding Corporation ("Epoch" or the "Company") is a holding company
whose primary line of business is investment management and investment
advisory services. The operations of the Company are conducted through its
wholly-owned subsidiary, Epoch Investment Partners, Inc. ("EIP").  EIP is a
registered investment advisor under the Investment Advisers Act of 1940
(the "Investment Advisers Act").  EIP's primary operations are to provide
investment advisory and investment management services to retirement plans,
mutual funds, endowments, foundations and high net worth individuals.

Principles of consolidation and basis of presentation:
The accompanying unaudited condensed consolidated financial statements
included herein have been prepared by the Company 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
("SEC").  Certain information and footnote disclosures normally included in
financial statements prepared in accordance with GAAP have been condensed
or omitted pursuant to such rules and regulations.

The accompanying unaudited condensed consolidated financial statements
include the accounts of the Company and its subsidiaries.  All material
intercompany accounts and transactions are eliminated.  The Company's
fiscal year ("FY") ends on June 30.

In the opinion of Management, the accompanying unaudited condensed
consolidated financial statements reflect all adjustments, consisting of
normal recurring accruals, necessary to present fairly the Company's
financial position as of December 31, 2005 and June 30, 2005, the results
of its operations for the three and six months ended December 31, 2005 and
2004 and its cash flows for the six months ended December 31, 2005 and
2004.  The results for the three and six months ended December 31, 2005 and
2004 are not necessarily indicative of results for a full year.
Information included in the condensed consolidated balance sheet as of June
30, 2005 has been derived from the Company's Annual Report to the SEC on
Form 10-K for the fiscal year ended June 30, 2005 (the "2005 Form 10-K").
These unaudited condensed consolidated financial statements should be read
in conjunction with the consolidated financial statements and disclosures
included in the 2005 Form 10-K.

Company Structure and Discontinued Operations:
Operations commenced under the existing structure on June 2, 2004 when a
subsidiary of J Net Enterprises, Inc. ("J Net"), the predecessor to Epoch,
merged with EIP in a business combination which resulted in the former EIP
stockholders owning 51% of the issued and outstanding equity securities of
J Net immediately following the transaction.  As a result of the majority
of ownership interest in the Company being held by the former EIP
stockholders, the business combination was accounted for as a reverse
merger.  Under generally accepted accounting principles in the United
States of America, the legally acquired company (in this case, EIP), became
the surviving entity for financial reporting purposes.  EIP was formed on
April 14, 2004 and did not have a predecessor business.

Prior to the June 2, 2004 business combination, J Net conducted operations
in the Internet-based e-commerce industry.  Immediately following the
closing of the transaction with EIP, Management initiated a formal plan to
dispose of the Internet-based business and shift its business focus and
capital resources to the operations of EIP.  In September 2004, the
Internet-based operations were sold to the management of that business
segment.  The results of operations for that business segment have been
reported as discontinued operations.

Business segments:
The Company's primary line of business is the investment advisory and
investment management business.

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 estimates and assumptions that affect the amounts
reported in the accompanying consolidated financial statements and notes.
Actual results could differ from those estimates.

Cash equivalents:
Cash equivalents are liquid investments comprised primarily of debt
instruments and money market accounts with maturities of three months or
less when acquired.  Cash equivalents are stated at cost which approximates
fair value due to their short maturity.

Short-term investments:
The Company owned short-term investments in Mariner Partners, L.P.
("Mariner"), a private investment fund.  The Company classified those
securities as short-term investments and recorded changes in the value of
the accounts in the item captioned interest and other income in the
accompanying Consolidated Statement of Operations.  In July 2004, the
Company began liquidating its short-term investments in Mariner.  The
account was fully liquidated by September 2004.  The Company has not held a
position with Mariner or any other short-term investments since that date.

Fair value of financial instruments:
The carrying value of certain of the Company's financial instruments,
including accounts receivable, accounts payable and accrued expenses,
approximates fair value due to their short maturities.

Financial instruments with concentration of credit risk:
The financial instruments that potentially subject the Company to
concentrations of credit risk consist principally of cash and cash
equivalents.  Epoch invests its cash and cash equivalents with financial
institutions in amounts which, at times, may be in excess of the FDIC
insurance limits.  Cash is also invested in several high-grade securities
which limits exposure to concentrations of credit risk.

Revenue recognition:
Investment advisory and management fees are generally 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").  Generally, fees are billed on a quarterly basis, in
arrears.  Advance payments, if received, are deferred and recognized during
the periods for which services are provided.

The Company performs services for mutual funds under advisory and sub-
advisory contracts.  Fees for these contracts are calculated based upon the
daily net assets of the respective fund.  Generally, advisory payments from
the mutual funds are received monthly, while sub-advisory payments are
received quarterly.

The Company also has certain contracts which contain "incentive clauses"
which allow the Company to collect additional fees in the event that
investment returns meet or exceed targeted amounts in the contracts.
Revenues for these incentives are recognized only when such performance
targets are met or exceeded at the end of the contracts' year, typically at
the end of each calendar year.  No revenues are recognized until the
contract year ends, even when investment returns are exceeding the
contractual targets within the contract year, due to the inability to
forecast financial markets.

Investments in Technology-Related Businesses:
The Company holds minority investments in privately held, nonpublic
technology-related companies. Ownership in these companies ranges from less
than 1% to 19.99%.   The Company uses the cost method to account for these
investments.  As of December 31, 2005, the Company held investments in four
private companies which continued to conduct business operations: Tellme
Networks, Inc., eStara, Inc., Strategic Data Corporation and a privately
held fund of other technology-related companies.  The Company also held
investments in several inactive technology-related companies.  Only one
such investment, Tellme Networks, Inc., continues to have any value
ascribed.

The Company received $45 thousand from one of the inactive technology-
related companies for the three months ended December 31, 2005 and $96
thousand for the six months ended December 31, 2005.  The investment is
expected to liquidate by March 31, 2006.  The Company may receive another
small distribution in satisfaction of its 19.99% interest in the
investment.  There are no plans to make additional investments in
technology-related businesses in the future.

It is the policy of the Company to evaluate its investments in technology-
elated businesses for possible impairment on a quarterly basis.  Management
uses a number of different criteria when evaluating an asset for possible
impairment.  Indicators such as significant decreases in market value of an
investment, discounted cash flow analyses, adverse changes in the business
climate, legal matters, losses of significant customers, new technologies
which could accelerate obsolescence of business products, sustained
operating losses, and cash flows which cannot be resolved or improved
within a reasonable amount of time to justify continued business operations
are used by Management when making its evaluations.

Stock-based compensation:
Effective July 1, 2005, the Company adopted Statement of Financial
Accounting Standards No. 123 (Revised 2004), "Share-Based Payment" ("SFAS
123R") which requires employee and qualifying director share-based payments
to be accounted for 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.  The
accounting treatment of restricted stock awards under SFAS 123R is
consistent with that of the Company's previous policies under Accounting
Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees"
and the pro forma disclosures required in accordance with Statement of
Financial Accounting Standards No. 123, "Accounting for Stock-Based
Compensation" ("SFAS 123").

Under the modified prospective transition method chosen by the Company,
compensation costs related to the non-vested portion of stock option awards
outstanding at the adoption date are based on the grant-date fair value of
those awards as calculated for pro forma disclosures under the original
provisions of SFAS 123.  Outstanding stock options previously granted under
the Company's plan that expired on September 30, 2002 were fully vested
prior to June 30, 2005; therefore, there are no deferred compensation costs
resulting from stock options to be accounted for on a prospective basis.

Accounts receivable:
The Company's trade accounts receivable balances do not include an
allowance for doubtful accounts and there have been no bad debt expenses
recognized during the three and six month periods ended December 31, 2005
and 2004.  These receivables are advisory and sub-advisory fees, and
Management believes they are fully collectible.

Property and equipment:
Leasehold improvements are recorded at cost and are depreciated on a
straight-line basis over the shorter of their estimated useful lives or
lease term, as applicable.  Property and equipment are recorded at cost and
are depreciated on a straight-line basis over their estimated useful lives.
Generally, the useful lives are 3 to 10 years for leasehold improvements
and 3 to 7 years for equipment, and exclude option periods, if any.
Property sold or retired is eliminated from the accounts in the period of
disposition.  Software used to conduct the investment advisory and
investment management services is amortized using a three-year estimated
useful life.

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 will be recognized
using enacted rates at the time such temporary differences reverse.  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 assets will not be realized.

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

Note 2 - Earnings (loss) per share
Basic earnings (loss) per share is computed by dividing net earnings (loss)
by the weighted average number of common shares outstanding during each
period.  Diluted earnings (loss) per share is computed by dividing net
earnings (loss) by the weighted average number of common and common
equivalent shares outstanding during the period.  The calculation of
earnings (loss) per share excluded 1,267,500 and 1,405,000 issued and
outstanding stock options, at December  31, 2005 and 2004, respectively, as
their effect was antidilutive.  While there were 137,500 options deemed to
be "in the money" at December 31, 2005, the effect of their exercise would
still be considered antidilutive as the Company was in a net loss position.

The following is the amount of loss and number of shares used in the basic
and diluted earnings (loss) per share computations for the three and six
months ended December 31, 2005 and 2004 (dollars and shares in thousands,
except per share data):

                                   Three Months Ended    Six Months Ended
                                       December 31,         December 31,
                                   ___________________    _________________
                                    2005         2004     2005       2004
                                   _______     _______   _______   _______

Loss from continuing operations    $(1,747)    $(1,442)  $(3,459)  $(3,513)
                                   =======     =======   =======   =======
Income from discontinued
  operations                       $     -     $     -   $     -   $   571
                                   =======     =======   =======   =======
Shares:
  Weighted average number of
    common shares outstanding       18,730      17,895    18,539    17,865
                                   =======     =======   =======   =======

Basic and diluted loss per share
  from continuing operations       $  (.09)    $  (.08)  $  (.19)  $  (.20)
                                   =======     =======   =======   =======

Basic and diluted earnings per
  share from discontinued
  operations                       $     -     $     -   $    -    $   .03
                                   =======     =======   =======   =======
Note 3 - Related party transactions
There have been no related party transactions for the three and six months
ended December 31, 2005.  For the three and six months ended December 31,
2004, the Company incurred rent and other related occupancy expenses
payable to Berenson & Company of approximately $96 thousand and $153
thousand, respectively.  The Chief Executive Officer of Berenson & Company
is a Director and stockholder of the Company.  Epoch entered into a long-
term lease on September 15, 2004 with an unrelated party and relocated its
offices on February 14, 2005.  There have been no related party
transactions with Berenson & Company since such date.

Note 4 - Federal income tax
The Company completed a reverse merger business combination with EIP on
June 2, 2004.  As a result, the ability to utilize certain net operating
loss carryfowards ("NOL's") became limited as a result of a greater than
50% change in ownership.  These limitations are covered by Section 382 of
the Internal Revenue Code ("IRC").  Section 382 limits the annual
utilization of NOL's accumulated prior to the ownership change to a
percentage of the acquired entity's fair value at the time of the change in
ownership.  As a result, the Company's ability to utilize accumulated NOL's
to their full extent prior to their expiration cannot be reasonably
assured.  Until profitability can be achieved, and utilization of NOL's can
be more definitive, the Company has provided a full valuation allowance on
its accumulated NOL's and temporary differences.

The Company has recently undergone an audit by the Internal Revenue Service
(the "IRS") with respect to its fiscal years ended June 30, 2001 and June
30, 2002 (the "audit period").  In July 2004, the Company paid $1.5 million
for tax items associated with the IRS audit.

In January 2005, the Company received an additional inquiry from the IRS
related to calculations of alternative minimum taxes for the audit period.
In May 2005, the Company met with the IRS and presented pertinent data and
other factual information which demonstrated that no additional taxes were
due.  In August 2005, the Company received notice indicating the IRS
submitted a special report to the congressional Joint Committee on Taxation
(the "Joint Committee"), outlining the findings of the audit, and
concurring with the Company's position.   In September 2005, the Company
received notice from the IRS that the Joint Committee had completed its
consideration of the IRS' report, and had taken no exception to the
conclusions reached by the IRS.  The Company is expecting a refund of
income taxes of approximately $200 thousand, which will be reduced by
assessable "restricted interest" on the potential tax deficiency prior to
the application of NOL's carried back.  No refund or assessable interest
amounts have been accrued at December 31, 2005 because the Company has not
received a final accounting from the IRS.

Note 5 - Commitments and Contingencies
Employment agreements:
There are no employment agreements with officers of the Company.  There are
agreements, subject to the attainment of certain performance criteria or,
in certain cases, continuation or termination of employment, to pay bonuses
or severance payments.  Such obligations, under the various agreements,
total approximately $1.5 million at December 31, 2005.  Of this amount,
approximately $0.1 million represents restricted stock awards to be issued
during FY 2006.

The Company is obligated to enter into an agreement with its Chief
Executive Officer, William W. Priest, prior to the third anniversary of the
business combination with EIP.  Terms of the contract are to be customary
for Chief Executive Officers of peer group companies.

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 consolidated financial position.

Significant customers and contracts:
For the three months ended December 31, 2005, CI Mutual Funds Inc. of
Canada ("CI") accounted for approximately 21% of revenues while the Epoch
International Small Cap Fund ("EPIEX"), a publicly traded mutual fund for
which the Company acts as the advisor, accounted for approximately 13%.
For the three months ended December 31, 2004, CI and EPIEX accounted for
approximately 35% and 0% of consolidated revenues, respectively.

For the six months ended December 31, 2005, CI and EPIEX accounted for 25%
and 13% of consolidated revenues, respectively.  For the six months ended
December 31, 2004, CI and EPIEX accounted for 37% and 0% of consolidated
revenues, respectively.

The Company's services and relationship with these clients is important to
the ongoing growth strategy, and retention of these customers is
significant to the ongoing results of operations and liquidity of the
Company.

Note 6 - Discontinued operations:
In September 2004, the Company completed the sale of its e-commerce
software operations to the former management of that segment.
Consideration to the Company came in the form of a 19.9% membership
interest in the buyer's entity, the assumption by the buyer of liabilities
of $466 thousand, and the issuance of a $534 thousand secured promissory
note (the "Note") to the Company.  The Note was due 5 years from the date
of issuance, bore interest at 6.5% per annum and was secured by all of the
assets that were purchased in the transaction.  Payments of principal on
the Note were to be made at a rate of 50% of the annual cash flows from
operations, as defined in the agreement, in excess of $300 thousand.  The
Company recorded the Note at its estimated fair value of approximately $200
thousand.  Factors affecting the estimate were the non-marketable status of
the Note and certain risks in reaching cash flow targets for payment.  On
May 16, 2005 the Company collected the full $534 thousand.  The receipt
fully discharged the Note and required the Company to record a gain of $334
thousand in the fourth quarter of FY 2005.

Selected financial data - discontinued operations

Following are the final summary operating results of the discontinued
operations, which represent the fiscal 2005 period of July 1, 2004 through
the date of sale, September 9, 2004 (dollars in thousands):

                                        July 1, 2004 - September 9, 2004
                                        ________________________________

Revenues                                             $ 293
Costs and expenses                                    (294)
                                                     _____
Loss from discontinued operations
  before taxes                                          (1)
Provision for income taxes                               - (a)
Gain on sale of discontinued operations                572
                                                     _____
Income from discontinued operations                  $ 571
                                                     =====

(a)  There are no income taxes due to utilization of available net
     operating loss carryforwards.

Note 7 - Subsequent events
On January 31, 2006 the Company issued 156,986 restricted stock awards to
employees of the Company.  Recipients of the restricted awards were
immediately vested in 12.5% of the total shares received.  The remaining
87.5% of unvested shares will vest over the next three years, subject to
the recipients remaining as employees of the Company or any of its
subsidiaries.  Issuance of these awards will result in total stock
compensation expense of $0.9 million over the vesting period, assuming no
forfeitures.

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

Forward-Looking Statements

Certain information included in this Quarterly Report on Form 10-Q and
other materials filed or to be filed by the Company with the Securities and
Exchange Commission ("SEC") contain statements that may be considered
forward-looking.  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 growth strategies and anticipated 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.  See "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,

     .  the Company's possible or assumed future results of operations and
        operating cash flows,

     .  the Company's financing plans and the availability of short-term
        borrowing,

     .  the Company's competitive position,

     .  potential growth opportunities available to the Company,

     .  the recruitment and retention of the Company's managing directors
        and employees,

     .  the Company's expected levels of compensation,

     .  the Company's potential operating performance, achievements,
        productivity improvements, efficiency and cost reduction efforts,

     .  the likelihood of success and impact of litigation,

     .  the Company's expected tax rates,

     .  the Company's 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,

     .  the benefits to the Company resulting from the effects of
        separation and recapitalization transactions and additional
        financing transactions,

     .  the effects of competition on the Company, and

     .  the impact of future legislation and regulation on the Company.

Overview

Epoch Holding Corporation ("Epoch" or the "Company") is a holding company
whose primary line of business is investment management and investment
advisory services.  The operations of the Company are conducted through its
wholly-owned subsidiary, Epoch Investment Partners, Inc. ("EIP").  EIP is a
registered investment advisor under the Investment Advisers Act of 1940
(the "Investment Advisers Act").

The Company maintains a website which contains current information on
operations and other corporate governance matters.  The website address is
www.eipny.com.  Through the Investor Relations section of our website, we
make available our 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 as soon as reasonably practicable after we electronically file
such material with, or furnish it to, the SEC.

Company Structure and Discontinued Operations

On June 2, 2004, a subsidiary of J Net Enterprises, Inc. ("J Net"), the
predecessor to Epoch, merged with EIP in a business combination which
resulted in the former EIP stockholders owning 51% of the issued and
outstanding equity securities of J Net immediately following the
transaction.  As a result of the majority of ownership interest in the
Company being held by the former EIP stockholders, the business combination
was accounted for as a reverse merger.  Under generally accepted accounting
principles in the United States of America, the legally acquired company
(in this case, EIP), became the surviving entity for financial reporting
purposes.  EIP was formed on April 14, 2004 and did not have a predecessor
business.

Prior to the June 2, 2004 business combination, J Net conducted operations
in the Internet-based e-commerce industry.  Immediately following the
closing of the transaction with EIP, Management initiated a formal plan to
dispose of the Internet-based operations and shift its business focus and
capital resources to the operations of EIP.  In September 2004, the
Internet-based operations were sold to the existing management of that
business segment.  The results of operations for that business segment have
been reported as discontinued operations.

Results of operations - three months ended December 31, 2005 and 2004

Assets Under Management

Assets under management increased to $2.23 billion at December 31, 2005, or
121%, from $1.01 billion at December 31, 2004.  The percentage of assets
under management from CI Mutual Funds, Inc. of Canada ("CI"), a significant
customer, declined to approximately 50% at December 31, 2005, from
approximately 75% at December 31, 2004.

Revenues

Total revenues from investment management and advisory services were $2.3
million for the three months ended December 31, 2005 and included $0.1
million in incentive fees earned from investment performance in calendar
2005.  Total revenue from investment management and advisory services were
$1.1 million for the three months ended December 31, 2004 and included $0.2
million in incentive fees earned from investment performance in calendar
2004.

The subadvisory contract with CI accounted for approximately 21% of
revenues for the three months ended December 31, 2005.  For the three
months ended December 31, 2004, CI accounted for approximately 35% of
revenues.

Employee related costs

Costs in this category include salaries, benefits, incentive compensation,
signing bonuses and commission expenses.  For the three months ended
December 31, 2005, these expenses were $2.3 million, as compared to $1.1
million for the three months ended December 31, 2004.  The total costs for
the three months ended December 31, 2005, include $1.2 million of
performance and guaranteed bonuses or advances on sales commissions which
are non-refundable but can be applied against future sales, as compared to
$0.2 million for the three months ended December 31, 2004.

Professional fees and services

These expenses consist primarily of outside legal fees for Securities and
Exchange Commission compliance, general corporate legal affairs,
independent accountants' fees, and other professional contractors.  For the
three months ended December 31, 2005, such fees totaled $0.1 million, as
compared to $0.2 million for the three months ended December 31, 2004.

General and administrative expenses

These costs consist primarily of office rentals, travel and entertainment,
advertising and marketing, information technology-related expenses,
utilities, insurance, and other office-related costs.  Expenses totaled
$0.8 million for the three months ended December 31, 2005, as compared to
$0.6 million for the three months ended December 31, 2004.

Stock-based compensation

Stock-based compensation for the three months ended December 31, 2005 and
2004 totaled $1.1 million and $0.8 million, respectively.  Stock-based
compensation includes 5.5 million shares of restricted stock that was
issued to employee owners associated with the acquisition of EIP, as well
as restricted stock issued to employees during fiscal year 2005 and the six
months ended December 31, 2005.

Compensation expense is recognized ratably over the three-year vesting
period of those awards, in accordance with their underlying vesting
provisions.  In the three months ended December 31, 2005, 5,208 shares of
restricted stock were issued to employees.  A total of 651 shares of the
awards, representing 12.5% of the shares issued, were immediately vested.
The remaining 87.5% of the shares vest ratably over the subsequent three
years.  Approximately 13,573 shares were forfeited by terminated employees
in the three months ended December 31, 2005.  There were no employee stock
awards or forfeitures in the three months ended December 31, 2004.

During the three months ended December 31, 2005 and December 31, 2004, no
stock awards were granted to Directors of the Company.  The currently
outstanding Directors' shares are subject to a three-year vesting period
and vest one-third each year, or immediately in the event of death or
disability.  Compensation expense is recognized ratably over the three-year
vesting period of those awards, in accordance with their underlying vesting
provisions.

Other income

Other income includes interest earnings from cash and cash equivalents and
rental income from subleased office space in New York.  Also included in
other income is a gain from an investment to which the Company ascribed no
value.

Results of operations - six months ended December 31, 2005 and 2004

Assets Under Management

Assets under management increased to $2.23 billion at December 31, 2005, or
121%, from $1.01 billion at December 31, 2004.  The percentage of assets
under management from CI Mutual Funds, Inc. of Canada ("CI"), a significant
customer, declined to approximately 50% at December 31, 2005, from
approximately 75% at December 31, 2004.

Revenues

Total revenues from investment management and advisory services were $4.1
million for the six months ended December 31, 2005 and included $0.1
million in incentive fees earned from investment performance in calendar
2005.  Total revenue from investment management and advisory services were
$1.9 million for the six months ended December 31, 2004 and included $0.2
million in incentive fees earned from investment performance in calendar
2004.

The subadvisory contract with CI accounted for approximately 25% of
revenues for the six months ended December 31, 2005.  For the six months
ended December 31, 2004, CI accounted for approximately 37% of revenues.

Employee related costs

Costs in this category include salaries, benefits, incentive compensation,
signing bonuses and commission expenses.  For the six months ended December
31, 2005, these expenses were $4.1 million, as compared to $2.6 million for
the six months ended December 31, 2004.  The total costs for the six months
ended December 31, 2005 include $1.9 million of performance and guaranteed
bonuses or advances on sales commissions which are non-refundable but can
be applied against future sales, as compared to $0.8 million for the six
months ended December 31, 2004.

Professional fees and services

These expenses consist primarily of outside legal fees for Securities and
Exchange Commission compliance, general corporate legal affairs,
independent accountants' fees, and other professional contractors.  For the
six months ended December 31, 2005, such fees totaled $0.3 million, as
compared to $0.4 million for the six months ended December 31, 2004.

General and administrative expenses

These costs consist primarily of office rentals, travel and entertainment,
advertising and marketing, information technology-related expenses,
utilities, insurance, and other office-related costs.  Expenses totaled
$1.4 million for the six months ended December 31, 2005, as compared to
$1.2 million for the six months ended December 31, 2004.

Stock-based compensation

Stock-based compensation for the six months ended December 31, 2005 and
2004 totaled $2.3 million and $1.6 million, respectively.  Stock-based
compensation includes 5.5 million shares of restricted stock that was
issued to employee owners associated with the acquisition of EIP, as well
as restricted stock issued to employees during fiscal year 2005 and the six
months ended December 31, 2005.

Compensation expense is recognized ratably over the three-year vesting
period of those awards, in accordance with their underlying vesting
provisions.  In the six months ended December 31, 2005, 477,000 shares of
restricted stock were issued to employees.  A total of 59,625 shares of the
awards, representing 12.5% of the shares issued, were immediately vested.
The remaining 87.5% of the shares vest ratably over the subsequent three
years.  Approximately 13,573 shares were forfeited by terminated employees
in the six months ended December 31, 2005.  There were no employee stock
awards or forfeitures in the six months ended December 31, 2004.

During the six months ended December 31, 2005, Directors of the Company
were awarded 70,000 shares for their fiscal 2005 services and 58,000 shares
in advance of their fiscal 2006 service.  The currently outstanding
Directors' shares are subject to a three-year vesting period and vest one-
third each year, or immediately in the event of death or disability.
Compensation expense is recognized ratably over the three-year vesting
period of those awards, in accordance with their underlying vesting
provisions.

Other income

Other income includes interest earnings from cash and cash equivalents and
rental income from subleased office space in New York.  Also included in
other income is a gain from an investment to which the Company ascribed no
value.

Liquidity and Capital Resources

Sources of funds for the Company's operations are derived from investment
management and investment advisory fees and interest on the Company's cash
and cash equivalent investments.  As of December 31, 2005, the Company had
$7.6 million of cash and $2.0 million of receivables to fund its business
growth strategy.  Trade payables, which consist primarily of professional
fees, trade payables and accrued benefits were $3.1 million.  There was no
debt and Management does not foresee any reason to incur debt unless a
significant business opportunity warrants such action.

For the six months ended December 31, 2005, net cash used in operating
activities was $0.9 million, primarily attributable to cash-based operating
expenses, as compared to $5.2 million in the six months ended December 31,
2004.  The six month period ended December 31, 2004 included expenditures
of $1.5 million related to payment of income taxes and interest for fiscal
years 2001 and 2002, start-up and signing bonus costs of $0.4 million, and
$0.5 million to secure a letter of credit for the Company's lease deposit
at 640 Fifth Avenue, New York, New York.

The Company expects to continue to increase staff in Fiscal Year 2006 ("FY
2006") to support the forecasted increased AUM base and the related
distribution efforts for its products.

Despite the incurrence of operating losses that are expected to occur in FY
2006, Management believes the existing cash and cash equivalents are
adequate to provide the necessary resources to implement its growth
objectives.

Contractual obligations

Leases:

The Company has a long-term office space lease in New York City, where its
primary business operations are conducted.

Future minimum lease payments under this lease total $6.7 million and are
presented on the table which follows (fiscal years ending June 30, dollars
in thousands).

                                         Fiscal Years Ended June 30,
                                  _______________________________________
                                          2007 - 2010 -  2012 and
                                  2006    2009   2011   thereafter  Total
                                  ____   ______ ______  __________ ______

Future minimum payments           $333   $1,997 $1,370    $3,048   $6,748
                                  ====   ====== ======    ======   ======

The Company also has other office lease commitments in New York, California
and Texas, and operating leases for office equipment.  An office lease in
New York is subleased to an unrelated third party.  While the Company
remains the primary responsible party under that lease, the tenant is
performing its obligations under the sublease in a timely fashion.  A
schedule of these other lease commitments and the related sublease income
as of December 31, 2005 follows (fiscal years ending June 30, dollars in
thousands):
                                       Fiscal Years Ended June 30,
                               _________________________________________
                                        2007 -   2010 -  2012 and
                               2006     2009     2011   thereafter Total
                               ____    ______   ______  __________ _____


Lease payments                 $ 274   $ 1,496   $ 652    $   -    $ 2,422
Sublease income                 (274)   (1,708)   (765)       -     (2,747)
                               _____   _______   _____    _____    _______
Net (income) commitment        $   -   $  (212)  $(113)   $   -    $  (325)
                               =====   =======   =====    =====    =======
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 Company's limited operating history in the investment
management and investment advisory business, the ability to attract and
retain clients, performance of the financial markets and invested assets
managed by the Company, retention of key employees, misuse 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 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 that, if
undertaken, they will be successful.

Item 3.  Quantitative and Qualitative Disclosure About Market Risk

The Company invests its free cash in various financial instruments and
money markets, which entail certain risks.  Presently, the Company does not
participate in hedging activities nor does it have any derivative financial
instruments.

Cash and cash equivalents, including instruments which earn interest over
short periods of time (7-35 days), are exposed to market risk due to
changes in interest rates, which impacts interest income.  Cash balances
also exceed amounts which are guaranteed by the Federal Deposit Insurance
Corporation.  The Company maintains its cash in institutions which have
superior credit ratings and consistently monitors the quality of the
institution where its cash is deposited.

The value of AUM can be affected by changes in interest rates and
fluctuations in financial markets.  The Company's revenue is derived from
the value of AUM.  Therefore, revenues and results of operations can be
negatively affected by adverse changes in the prices of securities or
interest rates.

Item 4.  Controls and Procedures

Evaluation of Disclosure Controls and Procedures.  Management, with the
participation of the Company's principal executive officer and principal
financial officer, has evaluated the effectiveness of our disclosure
controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under
the Securities Exchange Act of 1934, as amended (the "Exchange Act")), as
of the end of the period covered by this Quarterly Report on Form 10-Q.
Based on such evaluation, the Company's principal executive officer and
principal financial officer have concluded that as of such date, the
Company's disclosure controls and procedures were designed to ensure that
information required to be disclosed by us in reports that we file or
submit under the Exchange Act is recorded, processed, summarized and
reported within the time periods specified in applicable SEC rules and
forms and were effective.

Changes in Internal Control Over Financial Reporting.  There was no change
in our internal control over financial reporting (as defined in Rules 13a-
5(f) and 15d-15(f) under the Exchange Act) that occurred during the period
covered by this Quarterly Report on Form 10-Q that has materially affected,
or is reasonably likely to materially affect, our internal control over
financial reporting.

                        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 consolidated financial position.

Item 4.  Submission of Matters to a Vote of Security Holders.

This item is incorporated by reference to a Form 8-K filed by the
Registrant on November 17, 2005.

Item 6.  Exhibits and Reports on Form 8-K

         (a)  Exhibits:

              31.1  Principal Executive Officer Certification
              31.2  Principal Financial Officer Certification
              32.1  Certification of Chief Executive Officer and Chief
                    Financial Officer pursuant to 18 U.S.C. Section 1350 as
                    Adopted Pursuant to Section 906 of the Sarbanes-Oxley
                    Act of 2002.

         (b)  Reports on Form 8-K:

              Date of Report       Item(s)        Description
              _________________    ______   _____________________________

              November 15, 2005     8.01    The Company announces results
                                            of 2005 Annual Meeting of
                                            Stockholders

                                         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 Borak
                                              ________________________
                                              Adam Borak
                                              Chief Financial Officer
Date:  February 14, 2006