**Exhibit 31.2**

 

CERTIFICATION OF 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 reviewed this quarterly report onForm 10-Q of Cellu Tissue Holdings, Inc.  for the period ended May 29, 2008;

 

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

 

3.               Based on my knowledge, the financial statements, and otherfinancial information included in this report, fairly present in all material respects the financial condition,results of operations and cash flows of the registrant as of, and for, theperiods presented in this report;

 

4.               The registrant’s other certifyingofficer and I are responsible for establishingand maintaining disclosure controls and procedures (as defined inExchange Act Rules 13a-15(e) and 15d-15(e)) and internal control overfinancial reporting (as defined in Exchange Act Rules 13a-15(f) and15d-15(f) 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)          Designedsuch internal control over financial reporting or caused such internal controlover financial reporting to be designed under our supervision, to providereasonable assurance regarding the reliability of financial reporting and thepreparation of financial statements for external reporting purposes inaccordance with generally 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

 

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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

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

 

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