**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 this quarterly report onForm 10-Q of Cellu Tissue Holdings, Inc. for the period ended August 26, 2004;

 

2.               Based on my knowledge, this report doesnot contain 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.               Based on my knowledge, the financialstatements, and other financial information included in this report, fairlypresent in all material respects the financial condition, results of operationsand cash flows of the registrant as of, and for, the periods presented in thisreport;

 

4.               The registrant’s other certifyingofficer 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 report is being prepared; 

 

(b)         Evaluatedthe effectivenessof the registrant’s disclosure controls and procedures andpresented in this report our conclusions about the effectiveness of thedisclosure controls and procedures, as of the end of the period covered by thisreport 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.               The registrant’s other certifyingofficer and I have disclosed, based on our most recent evaluation of internalcontrol over financial reporting, to the registrant’s auditors and the auditcommittee of the registrant’s board of directors: 

 

(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,that involves management or other employees who have a significant role in theregistrant’s internal control over financial reporting.

 

 
| Date:  | November 12,  2004                                           |   |
|--------|--------------------------------------------------------------|--------|
|   |
|   | /s/ Dianne  M. Scheu                                         |   |
|   | Dianne M.  Scheu                                             |
|   | Senior Vice  President, Finance and  Chief Financial Officer |
|        |                                                              |        |  |  |

 

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