**Exhibit 31.2**

 

CERTIFICATION OF CHIEF FINANCIAL OFFICER

 

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

 

1.       I have reviewed thisquarterly report on Form 10-Q of Cellu Tissue Holdings, Inc.  for the period ended November 25, 2004;

 

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 ActRules 13a-15(e) and 15d-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) Evaluated the effectiveness****of the registrant’s disclosure controlsand 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) Disclosed in this report any change inthe registrant’s internal control over financial reporting that occurred duringthe registrant’s most recent fiscal quarter that has material affected, or isreasonably likely to materially affect, the registrant’s internal control overfinancial 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) All significant deficiencies and materialweaknesses in the design or operation of internal control over financialreporting which are reasonably likely to adversely affect the registrant’sability to record, process, summarize, and report financial information; and

 

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(b) Any fraud**,** whether or not material, that involves management or otheremployees who have a significant role in the registrant’s internal control overfinancial reporting.

 

 
| Date:  | January 10, 2005                                            |   |   |
|--------|-------------------------------------------------------------|--------|--------|
|   |                                                        |
|   | /s/ Dianne M. Scheu                                         |   |
|   | Dianne M. Scheu                                             |
|   | Senior Vice President, Finance and  Chief Financial Officer |

 

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