**Exhibit 31.2**

 

**CFO CERTIFICATION PURSUANT TO SECTION 302OF THE SARBANES-OXLEY ACT OF 2002**

** **

**I,Robert M. McNutt, certify that:**

 
| 1.     |   | I have reviewed this  quarterly report on Form 10-Q of Boise Inc.;                                                                                                                                                                                                                                            |
|--------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                               |
| 2.     |   | Based on my knowledge,  this report does not contain any untrue statement of a material fact or omit  to state a material fact necessary to make the statements made, in light of  the circumstances under which such statements were made, not misleading with  respect to the period covered by this report;     |
|   |   |                                                                                                                                                                                                                                                                                                               |
| 3.     |   | Based on my knowledge,  the financial statements, and other financial 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, the  periods presented in this report;                       |
|   |   |                                                                                                                                                                                                                                                                                                               |
| 4.     |   | The registrant’s other  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)) for the registrant and have:                                                                      |
|   |   |                                                                                                                                                                                                                                                                                                               |
|   |   | a.                                                                                                                                                                                                                                                                                                                 |   | Designed such  disclosure controls and procedures, or caused such disclosure controls and  procedures to be designed under our supervision, to ensure that material  information relating to the registrant, including its consolidated subsidiaries,  is made known to us by others within those entities, particularly during the  period in which this report is being prepared; |
|   |   |                                                                                                                                                                                                                                                                                                               |   |   |
|   |   | b.                                                                                                                                                                                                                                                                                                                 |   | Evaluated the  effectiveness of the registrant’s disclosure controls and procedures and  presented in this quarterly report our conclusions about the effectiveness of  the disclosure controls and procedures, as of the end of the period covered  by this report based on such evaluation; and |
|   |   |                                                                                                                                                                                                                                                                                                               |   |   |
|   |   | c.                                                                                                                                                                                                                                                                                                                 |   | Disclosed in this  report any change in the registrant’s internal control over financial  reporting that occurred during the registrant’s most recent fiscal quarter  that has materially affected, or is reasonably likely to materially affect,  the registrant’s internal control over financial reporting; and |
|   |   |                                                                                                                                                                                                                                                                                                               |   |   |
| 5.     |   | The registrant’s other  certifying officer and I have disclosed, based on our most recent evaluation  of internal control over financial reporting, to the registrant’s auditors  and the audit committee of the registrant’s board of directors (or persons  performing the equivalent functions): |
|   |   |                                                                                                                                                                                                                                                                                                               |   |   |
|   |   | a.                                                                                                                                                                                                                                                                                                                 |   | All significant  deficiencies and material weaknesses in the design or operation of internal  control over financial reporting which are reasonably likely to adversely  affect the registrant’s ability to record, process, summarize, and report  financial information; and |
|   |   |                                                                                                                                                                                                                                                                                                               |   |   |
|   |   | b.                                                                                                                                                                                                                                                                                                                 |   | Any fraud, whether or  not material, that involves management or other employees who have a  significant role in the registrant’s internal control over financial  reporting. |

 

 

Date: May 5, 2008

 

 
|   | /s/ Robert  M. McNutt |
|--------|----------------------------|
|   |                       |
|   | Robert  M. McNutt          |
|   | Chief Financial Officer    |

 

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