**CERTIFICATION PURSUANT TO RULE 13A-14(A)/15D-14(A)**

****     I, Thomas C. Ludlow, certify that: 

           1. I have reviewed thisquarterly report on Form 10-Q of U.S. Timberlands Klamath Falls, L.L.C.; 

           2. Based on my knowledge,this report does not contain any untrue statement of a material fact or omit to state a material factnecessary to make the statements made, in light of the circumstances under which such statements weremade, 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 allmaterial 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(s) and I are responsible for establishingand 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 to ensure that material information relating to the registrant,including its consolidated subsidiaries, is made known to us by others within those entities, particularlyduring the period in which this quarterly report is being prepared; 

                 b.[Paragraph omitted in accordance with SEC transition instructions contained in SEC Release 34-47986];

                 c. Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented inthis report our conclusions about the effectiveness of the disclosure controls and procedures, as of theend of the period covered by this report based on such evaluation; and 

                 d.Disclosed in this report any change in the registrant's internal control over financial reporting thatoccurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonablylikely to materially affect, the registrant's internal control over financial reporting; 

           5. The registrant's othercertifying officer(s) and I have disclosed, based on our most recent evaluation of internal control overfinancial reporting, to the registrant's auditors and the audit committee of the registrant's board ofdirectors (or persons performing the equivalent function):

                 a.all significant deficiencies and material weaknesses in the design or operation of internal control overfinancial 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 significantrole in the registrant's internal control over financial reporting.

| Date: November 19, 2003 | By:   /s/ Thomas C. Ludlow                    |
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| ****                    | Thomas C. Ludlow Vice President and Chief Financial Officer                                                                                            |