Exhibit
      31.2





CERTIFICATE
      OF THE CHIEF FINANCIAL OFFICER


OF
      EPOCH
      HOLDING CORPORATION





I,
      Adam
      Borak, certify that:





(1)
      I
      have reviewed this annual report on Form 10-K/A of Epoch Holding Corporation;





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





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





(4)
      The
      registrant's other certifying officer and I are responsible for
      establishing and maintaining disclosure controls and procedures
      (as defined in Exchange Act Rules 13a-15(e) and 15d- 15(e))
      for the registrant and 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 in accordance with SEC transition instructions
      contained in SEC release 34-47986] and





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





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





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





(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:
      September 29, 2006


By:
      /s/
      Adam Borak


______________________


Adam
      Borak


Chief
      Financial Officer


(Principal
      Financial Officer)