S-3MEF

As filed with the Securities and Exchange Commission on September 22, 2004

Registration Statement No. 333-                    

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

P. H. Glatfelter Company

(Exact name of registrant as specified in its charter)

Pennsylvania	23-0628360
(State or other jurisdiction of	(IRS Employer Identification No.)
incorporation or organization)

96 South George Street, Suite 500
York, Pennsylvania 17401	(717) 225-4711
(Address of principal executive offices)	(Registrant’s telephone number, including area code)

Markus R. Mueller
General Counsel, Secretary and
Director of Policy & Compliance
P. H. Glatfelter Company
96 S. George Street, Suite 500
York, Pennsylvania 17401
(717) 225-4711

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Morris Cheston, Jr., Esquire	Kris F. Heinzelman, Esquire
Ballard Spahr Andrews & Ingersoll, LLP	Cravath, Swaine & Moore LLP
1735 Market Street, 51st Floor	Worldwide Plaza
Philadelphia, Pennsylvania 19103-7599	825 Eighth Avenue
(215) 665-8500	New York, New York 10019-7475
	(212) 474-1000

     Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.

     If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. o

     If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. o

     If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. x 333-117233

     If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

     If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. o

CALCULATION OF REGISTRATION FEE

		Proposed maximum		Proposed maximum
Title of each class of	Amount to be	offering price		aggregate		Amount of
Securities to be registered	registered(1)	per unit(2)		offering price(2)		registration fee
Common Stock, par value $.01 per share	1,725,000 shares	$	11.00	$	18,975,000	$	2,404.13

(1)	Includes 225,000 shares which the underwriters have the option to purchase from the selling shareholders to cover over-allotments, if any.
(2)	Calculated pursuant to Rule 457 under the Securities Act of 1933, as amended.

THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE UPON FILING WITH THE COMMISSION IN ACCORDANCE WITH RULE 462(b) UNDER THE SECURITIES ACT OF 1933.

TABLE OF CONTENTS

OPINION OF BALLARD SPAHR ANDREWS & INGERSOLL, LLP

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Explanatory Note

     This registration statement on Form S-3 is being filed pursuant to Rule 462(b) and General Instruction IV to Form S-3, both promulgated under the Securities Act of 1933, as amended, to register an additional 1,725,000 shares of common stock of P. H. Glatfelter Company. The contents of the registration statement on Form S-3 (Registration No. 333-117233), including the exhibits thereto, which registration statement was previously filed with the Securities and Exchange Commission and declared effective on September 21, 2004, are incorporated by reference into this registration statement.

SIGNATURES

     Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of York, Commonwealth of Pennsylvania, on September 22, 2004.

P. H. GLATFELTER COMPANY (Registrant)
By	/s/ John P. Jacunski
	John P. Jacunski
	Vice President and Corporate Controller

     Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the date indicated.

Date	Signature	Capacity
September 22, 2004	*	Principal Executive Officer and Director
	George H. Glatfelter II
	Chairman and Chief Executive Officer
September 22, 2004	*	Principal Financial Officer
	John C. van Roden, Jr.
	Senior Vice President and Chief Financial Officer
September 22, 2004	/s/ John P. Jacunski	Controller
	John P. Jacunski
	Vice President and Corporate Controller
September 22, 2004	*	Director
	Kathleen A. Dahlberg
September 22, 2004	*	Director
	Nicholas DeBenedictis
September 22, 2004	*	Director
	J. Robert Hall
September 22, 2004	*	Director
	Richard C. III
September 22, 2004	*	Director
	M. A. Johnson II
September 22, 2004	*	Director
	Ronald J. Naples
September 22, 2004	*	Director
	Richard L. Smoot
September 22, 2004	*	Director
	Lee C. Stewart

*By:	/s/ John P. Jacunski
	John P. Jacunski
	Attorney-in-Fact

EXHIBIT INDEX

Exhibit Number	Description of Documents
5	Opinion of Ballard Spahr Andrews & Ingersoll, LLP
23     (a)	Consent of Ballard Spahr Andrews & Ingersoll, LLP (included in Exhibit 5)
23     (b)	Consent of Independent Registered Public Accounting Firm
24	Power of Attorney (filed as Exhibit 24 to the Registration Statement on Form S-3 of P. H.
	Glatfelter Company (File No. 333-117233) and incorporated herein by reference)

EX-5

                                                                       EXHIBIT 5

             [LETTERHEAD OF BALLARD SPAHR ANDREWS & INGERSOLL, LLP]


                                               September 22, 2004

P. H. Glatfelter Company
96 S. George Street, Suite 500
York, Pennsylvania 17401

      Re:   Registration Statement on Form S-3 for P. H. Glatfelter Company

Ladies and Gentlemen:

            We have acted as counsel to P. H. Glatfelter Company, a Pennsylvania
corporation (the "Company"), and are rendering this opinion in connection with
the filing of a Registration Statement on Form S-3 (the "Registration
Statement") by the Company with the Securities and Exchange Commission pursuant
to Rule 462(b) under the Securities Act of 1933, as amended, relating to the
registration by the Company of 1,725,000 shares (the "Shares") of the Company's
common stock, par value $.01 per share (the "Common Stock"), to be sold by the
holders thereof (the "Selling Shareholders") as described in the Company's
Registration Statement on Form S-3 (File No. 333-117233), as amended (the
"Original Registration Statement").

            We have examined originals or copies, certified or otherwise
identified to our satisfaction, of the Registration Statement and all exhibits
thereto, the Original Registration Statement and all exhibits thereto and such
corporate records and other agreements, documents and instruments, and such
certificates or comparable documents of public officials and officers and
representatives of the Company and have made such inquiries of such officers and
representatives and have considered such matters of law as we have deemed
appropriate as the basis for the opinion hereinafter set forth, including the
Company's Bylaws, as amended, certain resolutions adopted by the Board of
Directors of the Company and statements from certain officers of the Company.
In all cases, we have assumed the legal capacity and competence of all natural
persons, the genuineness of all signatures, the authenticity of all documents
submitted to us as originals and the conformity to original documents of
documents submitted to us as conformed, photostatic or facsimile copies and the
accuracy and completeness of all corporate records and other information made
available to us by the Company.

            Based upon and subject to the limitations and qualifications set
forth herein, we are of the opinion that the Shares are duly authorized, legally
issued, fully paid and nonassessable.

            We express no opinion as to the law of any jurisdiction other than
the law of the Commonwealth of Pennsylvania.

            We hereby consent to the sole use of this opinion as Exhibit 5 to
the Registration Statement and to the use of our name under the heading "Legal
Matters" in the Prospectus included in the Original Registration Statement.

                                        Very truly yours,

                   /s/ Ballard Spahr Andrews & Ingersoll, LLP

EX-23.B

                                                                   EXHIBIT 23(b)

            CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement of
P. H. Glatfelter Company on Form S-3 of our report dated March 10, 2004, except
for Note 20, as to which the date is June 23, 2004 (which report expresses an
unqualified opinion and includes an explanatory paragraph relating to the
adoption of Statement of Financial Accounting Standards No. 142, "Goodwill and
Other Intangible Assets," effective January 1, 2002).

/s/ DELOITTE & TOUCHE LLP
Philadelphia, PA
September 21, 2004