Exhibit 31.2

 

CERTIFICATION OF CHIEF FINANCIAL OFFICER

 

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

 

1.               I havereviewed this quarterly report on Form 10-Q/A of Cellu Tissue Holdings, Inc.  for the period ended May 29, 2008;

 

2.               Basedon my knowledge, this report does notcontain any untrue statement of a material fact or omit to state a materialfact necessary to make the statements made, in light of thecircumstances under which such statements were made, not misleading withrespect to the period covered by this report;

 

3.               Basedon my knowledge, the financialstatements, and other financial information included in this report, fairly present in all materialrespects the financial condition, results of operations and cash flows of theregistrant as 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)) and internal control over financial reporting (as defined inExchange Act Rules 13a-15(f) and 15d-15(f)) for the registrantand 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 quarterly report is being prepared;

(b)          Designed such internalcontrol over financial reporting or caused such internal control over financialreporting to be designed under our supervision, to provide reasonable assuranceregarding the reliability of financial reporting and the preparation offinancial statements for external reporting purposes in accordance withgenerally accepted 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 material affected, or is reasonably likelyto materially affect, the registrant’s internal control over financialreporting; and

 

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