FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Ziessler Steven D

2. Date of Event Requiring Statement (MM/DD/YYYY)
1/21/2010 

3. Issuer Name and Ticker or Trading Symbol

Cellu Tissue Holdings, Inc. [CLU]

(Last)        (First)        (Middle)

1855 LOCKEWAY DRIVE, SUITE 501

4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                            _____ 10% Owner
___ X ___ Officer (give title below)          _____ Other (specify below)
Pres. Tissue & Mach-Gl, COO /

(Street)

ALPHARETTA, GA 30004       

(City)              (State)              (Zip)
5. If Amendment, Date Original Filed (MM/DD/YYYY)

 

6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person


Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4) 		2. Amount of Securities Beneficially Owned
(Instr. 4) 		3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5) 		4. Nature of Indirect Beneficial Ownership
(Instr. 5)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4) 		2. Date Exercisable and Expiration Date
(MM/DD/YYYY) 		3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4) 		4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5) 		6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Series A Preferred Stock   (1)   (1)   (1) Common Stock   137426     (1) D    
Series B Preferred Stock   (2)   (2)   (2) Common Stock   18327     (2) D    
Common Stock   (3)   (3)   (3) Common Stock   225640     (3) D    
Employee Stock Option   (4)   (5) 4/13/2019   Common Stock   138662   $5.28   D    

Explanation of Responses:
( 1)  Represents shares of Series A Preferred Stock of Cellu Parent Corporation which is convertible into Issuer Common Stock upon the closing of the Issuer's initial public offering. Cellu Parent Corporation will be merged into Issuer on the terms disclosed in the Issuer's Form S-1 Registration Statement dated January 21, 2010.
( 2)  Represents shares of Series B Preferred Stock of Cellu Parent Corporation which is convertible into Issuer Common Stock upon the closing of the Issuer's initial public offering. Cellu Parent Corporation will be merged into Issuer on the terms disclosed in the Issuer's Form S-1 Registration Statement dated January 21, 2010.
( 3)  Reporting person was granted these shares of Restricted Stock in Cellu Parent Corporation on June 12, 2006, of which 75% has vested. Pursuant to the terms of the reorganization transactions that will be consummated in connection with the Issuer's initial public offering and upon the closing of the Issuer's initial public offering, as described in the Issuer's Form S-1 Registration Statement dated January 21, 2010, the Cellu Parent Corporation Common Stock will be exchanged for fully vested shares of Issuer Common Stock.
( 4)  Reporting person holds an option to purchase shares of Common Stock in Cellu Parent Corporation. Pursuant to the terms of the reorganization transactions that will be consummated in connection with the Issuer's initial public offering, as described in the Issuer's Form S-1 Registration Statement dated January 21, 2010, the Cellu Parent Corporation options will be exchanged for options to purchase Issuer Common Stock.
( 5)  Upon the closing of the Issuer's initial public offering and on the date of the exchange, options to purchase 45,024 shares will be fully vested and options for the remaining shares will vest as to 33.33% of the shares each year beginning on the first anniversary date of the closing of the Issuer's initial public offering.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Ziessler Steven D
1855 LOCKEWAY DRIVE
SUITE 501
ALPHARETTA, GA 30004

Pres. Tissue & Mach-Gl, COO

Signatures
/s/ W. Edwin Litton, Power of Attorney 1/21/2010
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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