**EXHIBIT 12.2**

**CERTIFICATION**

| I, Valdir Roque, certify that: |
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| 1.                             | I have reviewed this annual report on Form 20-F of   Votorantim Celulose e Papel S.A. (the “company”); |
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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 company as of, and for, the periods presented in this report; |
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| 4.                             | The company’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   company and have: |
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|                           | (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 company,   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; |
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|                           | (b) | Evaluated the effectiveness of the company’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 |
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|                           | (c) | Disclosed in this report any change in the company’s   internal control over financial reporting that occurred during the period   covered by the annual report that has materially affected, or is reasonably   likely to materially affect, the company’s internal control over financial   reporting; and |
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| 5.                             | The company’s other certifying officer and I have   disclosed, based on our most recent evaluation of internal control over   financial reporting, to the company’s auditors and the audit committee of the   company’s board of directors (or persons performing the equivalent   functions): |
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|                           | (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 company’s ability to record,   process, summarize and report financial information; and |
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|                           | (b) | Any fraud, whether or not material, that involves   management or other employees who have a significant role in the company’s   internal control over financial reporting. |

| Date:   June 29, 2006 |                    |
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| By:                                  | /s/ Valdir Roque   |   |
|                                 |                         |   |
| Name:                                | Valdir Roque            |   |
| Title:                               | Chief Financial Officer |   |

 

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