**Exhibit31.2**

**CERTIFICATIONS**

 

I,W. James Scilacci, certify that:

 

1.                                       I have reviewed this annual report onForm 10-K of Mission Energy Holding Company, as amended by thisAmendment No. 2 on Form 10-K/A (the “annual report”);

 

2.                                       Based on my knowledge, this annual reportdoes not contain any untrue statement of a material fact or omit to state amaterial fact necessary to make the statements made, in light of thecircumstances under which such statements were made, not misleading withrespect to the period covered by this annual report;

 

3.                                       Based on my knowledge, the financialstatements, and other financial information included in this annual report,fairly present in all material respects the financial condition, results ofoperations and cash flows of the registrant as of, and for, the periodspresented in this annual report;

 

4.                                       The registrant’s other certifyingofficers and I are responsible for establishing and maintaining disclosurecontrols and procedures (as defined in Exchange Act Rules 13a-15(e) and15d-15(e))  for the registrant and have:

 

(a)          Designed such disclosure controls andprocedures, or caused such disclosure controls and procedures to be designedunder our supervision, to ensure that material information relating to theregistrant, including its consolidated subsidiaries, is made known to us byothers within those entities, particularly during the period in which this annualreport is being prepared;

 

(b)         Evaluated the effectiveness of theregistrant’s disclosure controls and procedures and presented in this annualreport our conclusions about the effectiveness of the disclosure controls andprocedures, as of the end of the period covered by this annual report based onsuch evaluation; and

 

(c)          Disclosed in this annual report anychange in the registrant’s internal control over financial reporting thatoccurred during the registrant’s most recent fiscal quarter (the registrant’sfourth fiscal quarter in the case of an annual report) that has materiallyaffected, or is reasonably likely to materially affect, the registrant’sinternal control over financial reporting; and

 

5.                                       The registrant’s other certifyingofficers and I have disclosed, based on our most recent evaluation of internalcontrol over financial reporting, to the registrant’s auditors and the auditcommittee of registrant’s board of directors (or persons performing theequivalent functions):

 

(a)          All significant deficiencies and materialweaknesses in the design or operation of internal control over financialreporting which are reasonably likely to adversely affect the registrant’sability to record, process, summarize and report financial information; and

 

(b) Any fraud, whether or not material, thatinvolves management or other employees who have a significant role in theregistrant’s internal control over financial reporting.

 
| Date:  | June 15, 2005 | /s/ W. James Scilacci       |     |
|--------|---------------|-----------------------------|----------|
|   |          | W. James Scilacci           | * * |
|   |          | *Senior Vice President and* |     |
|   |          | *Chief Financial Officer*   |     |

 

----