**Exhibit 31.2**

 

CERTIFICATION OF CHIEF FINANCIALOFFICER

 

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 on Form 10-Qof Cellu Tissue Holdings, Inc.  forthe period ended August 28, 2008;

 

2.             Based on my knowledge, this report does not contain any untruestatement of a material fact or omit to state a material fact necessaryto make 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 certifying officerand 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)        Designed such disclosurecontrols and procedures, or caused such disclosure controls and procedures tobe designed under our supervision, to ensure that material information relatingto the registrant, including its consolidated subsidiaries, is made known to usby others within those entities, particularly during the period in which thisquarterly report is being prepared;

(b)       Designed such internalcontrol over financial reporting or caused such internal control over financialreporting to be designed under our supervision, to provide reasonable assuranceregarding the reliability of financial reporting and the preparation offinancial statements for external reporting purposes in accordance withgenerally 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’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’sother certifying officer and I have disclosed, based on our most recentevaluation of internal control over financial reporting, to the registrant’sauditors and the audit committee of the registrant’s board of directors:

 

(a)        All significant deficiencies and material weaknesses in the designor operation of internal control over financial reporting which are reasonably likelyto adversely affect the registrant’s ability to record, process, summarize, andreport financial information; and

(b)       Any fraud**,** whether ornot material, that involves management or other employees who have asignificant role in the registrant’s internal control over financial reporting.

 

 
| Date:  | October 10, 2008                                       |   |   |
|--------|-------------------------------------------------------------|--------|--------|
|   |                                                        |
|   |                                                        |
|   | /s/ David J. Morris                                         |
|   | David J. Morris                                             |
|   | Senior Vice President, Finance and  Chief Financial Officer |

 

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