EXHIBIT 31.2

CERTIFICATIONS

I, Marc Urbach, certify that:

|1. | I have reviewed this annual report on Form 10-K/A of YOU
      On Demand Holdings, Inc.;                                                                                                                                                                                                                                                                    
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|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;                          
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|3. | Based on my knowledge, the financial statements, and
      other financial information included in this report, fairly present in all
      material respects the financial condition, results of operations and cash
      flows of the registrant as of, and for, the periods presented in this
      report;                                             
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|4. | The registrants other certifying officer and I are
      responsible for establishing and maintaining disclosure controls and
      procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and
      internal control over financial reporting (as defined in Exchange Act
      Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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|   | a)                                                                                                                                                                                                                                                                                                                                                          
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|   | b)                                                                                                                                                                                                                                                                                                                                                          
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|   | c)                                                                                                                                                                                                                                                                                                                                                          
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|   | d)                                                                                                                                                                                                                                                                                                                                                          
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|5. | The registrants other certifying officer and I have
      disclosed, based on our most recent evaluation of internal control over
      financial reporting, to the registrants auditors and the audit committee
      of the registrants board of directors (or persons performing the
      equivalent functions):                                     
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|   | a)                                                                                                                                                                                                                                                                                                                                                          
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|   | b)                                                                                                                                                                                                                                                                                                                                                          

|Date: February 26, 2014                            | 
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|                                                   | 
|/s/
      Marc Urbach                              | 
|Marc Urbach                                        | 
|President and Chief Financial Officer              | 
|(Principal Financial and Accounting
      Officer) | 

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