**Exhibit 31.2**

 

CERTIFICATIONOF CHIEF FINANCIAL OFFICER

 

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

 

1.               I have reviewedthis quarterly report on Form 10-Q of Cellu Tissue Holdings, Inc.  for the period ended November 29, 2007;

 

2.               Based on myknowledge, this report does not containany untrue statement of a material fact or omit to state a material factnecessary in order to make the statements made, in light of the circumstancesunder which such statements were made, not misleading with respect to theperiod covered by this report;

 

3.               Based on myknowledge, the financial statements,and other financial information included in this report, fairly present in all material respectsthe financial condition, results of operations and cash flows of the registrantas of, and for, the periods presented in this report;

 

4.               Theregistrant’s other certifying officer and I are responsible for establishing and maintaining disclosurecontrols and procedures (as defined in Exchange Act Rules 13a-15(e) and15d-15(e)) for the registrant and have:

 

(a)           Designed such disclosurecontrols and procedures, or caused such disclosure controls and procedures tobe designed under our supervision, to ensure that material information relatingto the registrant, including its consolidated subsidiaries, is made known to usby others within those entities, particularly during the period in which thisquarterly report is being prepared;

(b)          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

(c)           Disclosed inthis report any change in theregistrant’s internal control over financial reporting that occurred during theregistrant’s most recent fiscal quarter that has material affected, or isreasonably likely to materially affect, the registrant’s internal control overfinancial reporting; and

 

5.                The registrant’s othercertifying officer and I have disclosed, based on our most recent evaluation ofinternal control over financial reporting, to the registrant’s auditors and theaudit committee of the registrant’s board of directors:

(a)           Allsignificant deficiencies and material weaknesses in the design or operationof internal control over financial reporting which are reasonably likely toadversely affect the registrant’s ability to record, process, summarize, andreport financial information; and

 

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(b)          Anyfraud**,** whether or not material,that involves management or other employees who have a significant role in theregistrant’s internal control over financial reporting.

 

 
| Date: January 11, 2008 |
|-----------------------------|
|                        |
|                        | /s/ David J. Morris |   |
|                        | David J.Morris |
|                        | Senior  Vice President, Finance and |
|                        | Chief  Financial Officer |

 

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