**Exhibit 31.2**

 

CERTIFICATION OF CHIEF FINANCIAL OFFICER

 

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

 

1.     I have reviewed this annualreport on Form 10-K/A of Cellu Tissue Holdings, Inc.  for the year 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 necessary tomake the statements made, in light of the circumstances under which suchstatements were made, not misleading with respect to the period covered by thisreport;

 

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 othercertifying 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)) andinternal control over financial reporting (as defined in Exchange Act Rules 13a-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 suchinternal control 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 financial statements for external reporting purposes in accordance withgenerally accepted accounting principles.

 

(c)   Evaluated the effectiveness****of the registrant’s disclosure controls and proceduresand presented in this report our conclusions about the effectiveness of thedisclosure controls and procedures, as of the end of the period covered by thisreport based on such evaluation; 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 material affected, or is reasonably likelyto 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 or notmaterial, that involves management or other employees who have a significantrole in the registrant’s internal control over financial reporting.

 

 
| Date:  | February 3,  2009                                       |   |   |
|--------|--------------------------------------------------------------|--------|--------|
|   |                                                         |
|   | /s/  David J. Morris                                         |
|   | David  J. Morris                                             |
|   | Senior  Vice President, Finance and  Chief Financial Officer |

 

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