**Exhibit 31.2**

 

**CERTIFICATION OF CHIEF FINANCIAL OFFICER**

 

I,Andrea K. Tarbox, certify that:

 

1.                I have reviewed this Quarterly Report on Form 10-Q of KapStone Paperand Packaging Corporation;

 

2.                Based on my knowledge, this report does not contain any untruestatement of a material fact or omit to state a material fact necessary to makethe statements made, in light of the circumstances under which such statementswere made, not misleading with respect to the period covered by this report;

 

3.               Based on my knowledge, thefinancial statements, and other financial information included in this 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 report;

 

4.                The registrant’s other certifying officer(s) and I are responsiblefor establishing and maintaining disclosure controls and procedures (as definedin Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control overfinancial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-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 material informationrelating to the registrant, including its consolidated subsidiaries, is madeknown to us by others within those entities, particularly during the period inwhich this 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 purposes in accordance with generallyaccepted accounting principles;

 

c.               evaluated theeffectiveness of the registrant’s disclosure controls and procedures andpresented 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 inthis report any change in the registrant’s internal control over financialreporting that occurred during the registrant’s most recent fiscal quarter (theregistrant’s fourth fiscal quarter in the case of an annual report) that hasmaterially affected, or is reasonably likely to materially affect, theregistrant’s internal control over financial reporting; and

 

5.                The registrant’s other certifying officer(s) and I have disclosed,based on our most recent evaluation of internal control over financialreporting, to Ernst & Young LLP and the audit committee’s board ofdirectors:

 

a.               all significantdeficiencies and material weaknesses in the design or operation of internalcontrol over financial reporting which are reasonably likely to adverselyaffect the registrant’s ability to record, process, summarize and reportfinancial information; and

 

b.              any fraud,whether or not material, that involves management or other employees who have asignificant role in the registrant’s internal control over financial reporting.

 

Date:  November 3, 2010

 
|   |   |   | /s/  Andrea K. Tarbox                       |
|--------|--------|--------|---------------------------------------------|
|   |   | Name:  | Andrea  K. Tarbox                           |
|   |   | Title: | Vice  President and Chief Financial Officer |

 

1

----