8-K

                       Securities and Exchange Commission
                             Washington, D.C. 20549


                                    FORM 8-K


                                 CURRENT REPORT

     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported):    December 20, 2002


                            P. H. GLATFELTER COMPANY
               (Exact Name of Registrant as Specified in Charter)


                                                                      
   Pennsylvania                                     1-3560                      23-0628360
(State or Other                                  (Commission File             (IRS Employer
Jurisdiction of Incorporation)                        Number)               Identification No.)


96 South George Street, Suite 500; York, PA                                        17401
         (Address of Principal                                                  (Zip Code)
          Executive Offices)




                                 (717) 225-4711
              (Registrant's Telephone Number, Including Area Code)



                                 Not Applicable
          (Former Name or Former Address, if Changed Since Last Report)

ITEM 5.  OTHER EVENTS

      On December 18, 2002, the Company signed a definitive agreement to sell
approximately 25,000 acres of its forestland in Maryland to The Conservation
Fund. The agreement is contingent upon certain conditions, including but not
limited to, the successful negotiation of a supply agreement for timber to the
Company, and other financing and legal contingencies and is expected to close in
the first quarter of 2003.

The Company will receive a 10-year note from The Conservation Fund for
approximately $38.0 million, representing the full amount of the consideration
for the property. The 10-year note will be secured by a letter of credit
relating to a deposit for the full amount of the sale price. The Company intends
to use the note as collateral in entering into a borrowing agreement for
approximately $34.0 million. The Company expects to recognize a pre-tax gain of
approximately $30.0 million from this land sale transaction.

A copy of the Company's press release dated December 19, 2002 related to this
matter is filed as Exhibit 99.1.

ITEM 7.  EXHIBITS

99.1   - Press release dated December 19, 2002

                                   SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.



                                    P. H. GLATFELTER COMPANY
                                                    (Registrant)




                                    By:    /s/ Robert P. Newcomer
                                           ------------------------------------
                                    Title: President, Chief Operating Officer
                                           and Acting Chief Financial Officer

EX-99.1

                                                                    EXHIBIT 99.1



                      PRESS RELEASE DATED DECEMBER 19, 2002

                      GLATFELTER AND THE CONSERVATION FUND
                     REACH AGREEMENT ON SALE OF 25,000 ACRES
                                   IN MARYLAND


      YORK, PA. - DECEMBER 19, 2002 -- Glatfelter (NYSE: GLT) has signed an
agreement to sell approximately 25,000 acres of its forestland in Maryland to
The Conservation Fund for approximately $38 million.

       The sales agreement is contingent upon certain conditions and is expected
to close during the first quarter of 2003. In partnership with the state of
Maryland, The Conservation Fund, a national non-profit land preservation
organization, has agreed to acquire the properties from Glatfelter's subsidiary,
the Glatfelter Pulp Wood Company. The Conservation Fund plans to sell the
majority of the land to the Forestland Group LLC, which will continue
sustainable forestry operations subject to a conservation easement managed by
the state. The remainder of the lands, some of the most ecologically sensitive
in Maryland, will be held by The Conservation Fund and transferred to the State
when federal grants are approved.

      "The selective sale of our woodlands is part of our business strategy of
maximizing the value of all of our assets," said George H. Glatfelter II,
chairman and chief executive officer of Glatfelter. "We are delighted to partner
with The Conservation Fund in their efforts to protect this valuable resource
while maintaining the economic vitality of the Delmarva region and the local
wood products industry."

      "We are on the verge of a sea change for conservation and forestry in
America," said Patrick F. Noonan, chairman of The Conservation Fund. "If we are
to permanently conserve our nation's forestlands, we must create innovative
public-private partnerships that balance economic growth with environmental
principles. Thanks to the commitment of Glatfelter and the leadership of the
state of Maryland, we now have a bold model for forestland conservation in
America."

      The Conservation Fund, a nonprofit organization, acts to protect the
nation's legacy of land and water resources in partnership with other
organizations, public agencies, foundations, corporations, and individuals.
Seeking innovative conservation solutions for the 21st century, the Fund works
to integrate economic and environmental goals. Since its founding in 1985, the
Fund has helped its partners safeguard wildlife habitat, greenways, community
"greenspace" and historic sites totaling more than 3.4 million acres throughout
the nation including more than 100,000 acres in Maryland.

      Headquartered in York, Pennsylvania, Glatfelter is a global manufacturer
of specialty papers and engineered products. U.S. operations include facilities
in Spring Grove, Pa. and Neenah, Wis. International operations include
facilities in Germany, France and the Philippines. In addition to it woodlands
in Maryland, the company owns approximately 89,000 acres in Pennsylvania,
Delaware and Virginia.