**Exhibit 31.2**

 

CERTIFICATION OF CHIEF FINANCIAL OFFICER

 

I, David J. Morris, Senior Vice President, Financeand Chief Financial Officer of Cellu Tissue Holdings, Inc., certify that:

 

1.              I have reviewedthis quarterly report on Form 10-Q of Cellu Tissue Holdings, Inc.  for the period ended May 28, 2009;

 

2.              Based on myknowledge, this report does not containany untrue statement of a material fact or omit to state a material factnecessary to make the statements made, in light of the circumstances underwhich such statements were made, not misleading with respect to the periodcovered by this report;

 

3.              Based on myknowledge, the financial statements,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.              The registrant’sother certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures(as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) andinternal control over financial 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 the registrant’s disclosure controls and proceduresand presented 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

 

(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.              The registrant’s othercertifying officer and I have disclosed, based on our most recent evaluation ofinternal control over financial reporting, to the registrant’s auditors and theaudit committee of the registrant’s board of directors:

 

(a)          Allsignificant deficiencies and material weaknesses in the design or operationof internal 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:  | July 2,  2009 |                                                        |   |
|--------|--------------------|-------------------------------------------------------------|--------|
|   |               |                                                        |
|   |               | /s/  David J. Morris                                        |
|   |               | David  J. Morris                                            |
|   |               | Senior  Vice President, Finance and Chief Financial Officer |

 

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