**Exhibit 31.2**

 

CERTIFICATIONOF CHIEF FINANCIAL OFFICER

 

I, Dianne M. Scheu, Senior Vice President,Finance and Chief Financial Officer 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 May 26, 2005;

 

2.     Basedon my knowledge, this report does notcontain any untrue statement of a material fact or omit to state a materialfact necessary in order 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)) 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 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.     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 material weaknesses in the design oroperation of internal control over financial reporting which are reasonably likelyto adversely affect the registrant’s ability to record, process, summarize, andreport financial information; and

 

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(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, 2005                                          |   |   |
|--------|-------------------------------------------------------------|--------|--------|
|   |                                                        |
|   | /s/ Dianne M. Scheu                                         |   |
|   | Dianne M. Scheu                                             |
|   | Senior Vice President, Finance and  Chief Financial Officer |

 

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