**Exhibit 31.2**

 

CERTIFICATION OF CHIEFFINANCIAL OFFICER

 

I, Dianne M. Scheu, Senior Vice President, Finance and Chief FinancialOfficer of Cellu Tissue Holdings, Inc., certify that:

 

1.     Ihave reviewed this quarterly report on Form 10-Q of Cellu Tissue Holdings, Inc.  for the period ended August 25, 2005;

 

2.     Basedon my knowledge, this report does not contain any untrue statement of amaterial fact or omit to state a material fact necessary in order to make thestatements made, in light of the circumstances under which such statements weremade, not misleading with respect to the period covered by this report;

 

3.     Basedon my knowledge, the financial statements, and other financial informationincluded in this report, fairly present in all material respects the financialcondition, results of operations and cash flows of the registrant as of, andfor, the periods presented in this report;

 

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

 

(a)   Designedsuch disclosure 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)   Evaluatedthe effectiveness****of the registrant’s disclosurecontrols and procedures and presented in this report our conclusions about theeffectiveness of the disclosure controls and procedures, as of the end of theperiod covered by this report based on such evaluation; and

(c)   Disclosedin this report any change in the registrant’s internal control over financialreporting that occurred during the registrant’s most recent fiscal quarter thathas material affected, or is reasonably likely to materially affect, theregistrant’s internal control over financial reporting; and

 

5.     Theregistrant’s other certifying officer and I have disclosed, based on our mostrecent evaluation of internal control over financial reporting, to theregistrant’s auditors and the audit committee of the registrant’s board ofdirectors:

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

 

----

 

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

 

 
| Date:  | October 11, 2005                                       |   |   |
|--------|-------------------------------------------------------------|--------|--------|
|   |                                                        |
|   |                                                        |
|   | /s/ Dianne M. Scheu                                         |   |
|   | Dianne M. Scheu                                             |
|   | Senior Vice President, Finance and  Chief Financial Officer |

 

----