4. The registrant's other certifying of ficer 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:  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;  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;  I, William G. Quigley III, certify that: 1. I have reviewed this Annual Report on Form 10-K of Dana Holding Corporation;  CERTIFICATION OF CHIEF FINANCIAL OFFICER Exhibit 31.2 Date: February 20, 2015  5. The registrant's other certifying of ficer 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) 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) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be  designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the  preparation of financial statements for external purposes in accordance with generally accepted accounting principles; (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 fiscal quarter in the case of an annual report) that has  materially affected, or is reasonably likely to materially af fect, the registrant's internal control over financial  reporting; and (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial  reporting which are reasonably likely to adversely af fect 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 control over financial reporting. /s/ William G. Quigley III William G. Quigley III Executive Vice President and Chief Financial Officer