**Exhibit 31.2**

 

CERTIFICATION OF CHIEF FINANCIALOFFICER

 

I, David J. Morris, Senior Vice President,Finance and Chief Financial Officer of Cellu Tissue Holdings, Inc.,certify that:

 

1.               I have reviewed this annual report on Form 10-Kof Cellu Tissue Holdings, Inc.  forthe period ended February 29, 2008;

 

2.               Based on my knowledge, this report does not contain any untruestatement of a material fact or omit to state a material fact necessaryin order to make the statements made, in light of the circumstances under whichsuch statements were made, not misleading with respect to the period covered bythis report;

 

3.               Based on my knowledge, the financial statements, and otherfinancial 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, theperiods presented in this report;

 

4.               The registrant’s other certifyingofficer and I are responsible for establishingand maintaining disclosure controls and procedures (as defined inExchange Act Rules 13a-15(e) and 15d-15(e)) and internal control overfinancial reporting (as defined in Exchange Act Rules 13g-15(f) and15d-15(f)) for the registrant and have:

 

(a)           designed suchdisclosure controls and procedures, or caused such disclosure controls andprocedures to be designed under our supervision, to ensure that materialinformation relating to the registrant, including its consolidatedsubsidiaries, is made known to us by others within those entities, particularlyduring the period in which this annual report is being prepared;

(b)          designed such internalcontrol over financial reporting, or caused such internal control overfinancial reporting to be designed under our supervision, to provide reasonableassurance regarding the reliability of financial reporting and the preparationof the financial statements for external purposes in accordance with generallyaccepted accounting principles;

(c)           evaluated the effectiveness****of theregistrant’s disclosure controls and procedures and presented in this reportour conclusions about the effectiveness of the disclosure controls andprocedures, as of the end of the period covered by this report based on suchevaluation; and

(d)          disclosed in this report any change in the registrant’sinternal control over financial reporting that occurred during the registrant’smost recent fiscal quarter that has materially affected, or is reasonablylikely to materially affect, the registrant’s internal control over financialreporting; and

 

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5.               The registrant’sother certifying officer and I have disclosed, based on our most recentevaluation of internal control over financial reporting, to the registrant’sauditors and the audit committee of the registrant’s board of directors:

(a)          All significant deficiencies and material weaknesses in the designor operation of internal control over financial reporting which are reasonably likelyto adversely affect the registrant’s ability to record, process, summarize, andreport financial information; and

(b)         Any fraud**,** whether ornot material, that involves management or other employees who have asignificant role in the registrant’s internal control over financial reporting.

 
| Date:  | May 19, 2008                  |   |   |
|-------------|------------------------------------|--------|--------|
|        |                               |
|        | /s/ David J. Morris                |
|        | David J. Morris                    |
|        | Senior Vice President, Finance and |
|        |  Chief Financial Officer      |

 

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