**Exhibit 31.2**

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

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

            1.  I have reviewed this quarterly 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 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(s) 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  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 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 in this 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 

                   d. 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; 

            5.  The registrant’s other certifying officer(s) 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 function): 

                   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 August 13, 2003 | By:   /s/ Thomas C. Ludlow                          |
|----------------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------|
| ****                 | Thomas C. Ludlow           Vice President and Chief Financial Officer                                                                                        |