S-4/A

As filed with the Securities and Exchange Commission on October 19, 2006

Registration No. 333-135808            

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form S-4/A

Amendment No. 2

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

P. H. Glatfelter Company

(Exact name of Registrant as specified in its charter)

Pennsylvania	2621	23-0628360
(State or other jurisdiction of incorporation or organization)	(Primary standard Industrial Classification Code Number)	(I.R.S. Employer Identification No.)

96 South George Street, Suite 500

York, Pennsylvania 17401

(717) 225-4711

(Address and telephone number of Registrant’s principal executive offices)

John P. Jacunski

Senior Vice President and Chief Financial Officer

P. H. Glatfelter Company

96 South George Street, Suite 500

York, Pennsylvania 17401

(717) 225-4711

(Name, address and telephone number of agent for service)

with a copy to:

Bruce Czachor

Shearman & Sterling LLP

599 Lexington Avenue

New York, New York 10022

(212) 848-4000

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

     If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, 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, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

     If this Form is a post-effective amendment filed pursuant to Rule 462(d) 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

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	Per Unit	Offering Price (1)	Registration Fee (2)
71/8% Notes due 2016	$200,000,000	100%	$200,000,000	$21,400
Guarantees of 71/8% Notes due 2016	—	—	—	—

(1)	Estimated solely for the purposes of calculating the registration fee in accordance with Rule 457(f) under the Securities Act of 1933, as amended.
(2)	Calculated based upon the market value of the securities to be received by the registrants in the exchange in accordance with Rule 457(f). Pursuant to Rule 457(n), no registration fee will be paid in connection with the guarantee.

     The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to Section 8(a), may determine.

TABLE OF ADDITIONAL REGISTRANTS

			Primary Standard
	State or other		Industrial		I.R.S. Employer
	Jurisdiction of		Classification		Identification
Name	Incorporation		Code Number		Number
PHG Tea Leaves, Inc.		DE		2612		52-2068690
Mollanvick, Inc.		DE		2612		52-2068900
The Glatfelter Pulp Wood Company		MD		2612		23-1519556
GLT International Finance, LLC		DE		2612		32-0019096
Glenn-Wolfe, Inc.		DE		2612		52-2017675
Glatfelter Holdings, LLC		DE		2612		20-3878695
Glatfelter Holdings II, LLC		DE		2612		20-3878722

Explanatory Note

      This Amendment No. 2 is being filed solely for the purpose of filing exhibits to the Registration Statement on Form S-4 (File No. 333-135808) and no changes or additions are being made hereby to the preliminary prospectus which forms part of the Registration Statement or to Items 20 or 22 of Part II of the Registration Statement. Accordingly, the preliminary prospectus and Items 20 and 22 of Part II of the Registration Statement have been omitted from this filing.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 21.  Exhibits

      (a) Exhibits

      See the index to exhibits that appears immediately following the signature pages to this registration statement.

II-1

SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of York, State of Pennsylvania, on October 19, 2006.

P. H. GLATFELTER COMPANY

By:  /s/ John P. Jacunski
 

Name: John P. Jacunski

Title: Senior Vice President and

Chief Financial Officer

      Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature		Title	Date
* George H. Glatfelter II		Chairman, Chief Executive Officer and Director (Principal Executive Officer)	October 19, 2006
/s/ John P. Jacunski John P. Jacunski.		Senior Vice President and Chief Financial Officer (Principal Financial Officer)	October 19, 2006
* David C. Elder		Corporate Controller (Principal Accounting Officer)	October 19, 2006
* Kathleen A. Dahlberg		Director	October 19, 2006
* Nicholas DeBenedictis		Director	October 19, 2006
* J. Robert Hall		Director	October 19, 2006
* Richard C. Ill		Director	October 19, 2006
* Ronald J. Naples		Director	October 19, 2006
* Richard L. Smoot		Director	October 19, 2006
* Lee C. Stewart		Director	October 19, 2006
*By:	/s/ John P. Jacunski As Attorney-in-Fact

II-2

SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of York, State of Pennsylvania, on October 19, 2006.

PHG TEA LEAVES, INC.

By:  *

Name: George Amoss, Jr.

Title:  President

      Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates as indicated.

Signature		Title	Date
* George Amoss, Jr.		President, Treasurer and Director (Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer)	October 19, 2006
* Leslie Eby		Vice President and Director	October 19, 2006
* Mary Alice Avery		Assistant Secretary and Director	October 19, 2006
*By:	/s/ John P. Jacunski As Attorney-in-Fact

II-3

SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of York, State of Pennsylvania, on October 19, 2006.

THE GLATFELTER PULP WOOD COMPANY

By:  *

Name: George H. Glatfelter II

Title:  Chairman and President

      Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates as indicated.

Signature		Title	Date
* George H. Glatfelter II		Chairman, President and Director (Principal Executive Officer)	October 19, 2006
* John P. Jacunski		Treasurer (Principal Financial Officer, Principal Accounting Officer)	October 19, 2006
* Peter P. Alexander		Director	October 19, 2006
* Thomas V. Bosley		Director	October 19, 2006
* Charles A. Brown		Director	October 19, 2006
* Robert L. Inners II		Director	October 19, 2006
* James B. Koykendall		Director	October 19, 2006
* Thomas R. Wieland		Director	October 19, 2006
*By:	/s/ John P. Jacunski As Attorney-in-Fact

II-4

SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of York, State of Pennsylvania, on October 19, 2006.

GLT INTERNATIONAL FINANCE, LLC

By:  /s/ John P. Jacunski

Name: John P. Jacunski

Title:  President

      Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates as indicated.

Signature		Title	Date
/s/ John P. Jacunski John P. Jacunski		President and Director (Principal Executive Officer)	October 19, 2006
* George Amoss Jr.		Treasurer and Director (Principal Financial Officer, Principal Accounting Officer)	October 19, 2006
*By:	/s/ John P. Jacunski As Attorney-in-Fact

II-5

SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of York, State of Pennsylvania, on October 19, 2006.

MOLLANVICK, INC.

By:  *

Name: George Amoss Jr.

Title:  President

      Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates as indicated.

Signature		Title	Date
* George Amoss Jr.		President and Director (Principal Executive Officer)	October 19, 2006
* Leslie Eby		Vice President and Director	October 19, 2006
* Mary Alice Avery		Assistant Secretary and Director (Principal Accounting Officer)	October 19, 2006
* Donald Gross		Treasurer (Principal Financial Officer)	October 19, 2006
*By:	/s/ John P. Jacunski As Attorney-in-Fact

II-6

SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of York, State of Pennsylvania, on October 19, 2006.

GLENN-WOLFE, INC.

By:  *

Name: George Amoss Jr.

Title:  President

      Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates as indicated.

Signature		Title	Date
* George Amoss Jr.		President and Director (Principal Executive Officer)	October 19, 2006
* Leslie Eby		Vice President and Director	October 19, 2006
* Mary Alice Avery		Assistant Secretary and Director (Principal Accounting Officer)	October 19, 2006
* Donald Gross		Treasurer (Principal Financial Officer)	October 19, 2006
*By:	/s/ John P. Jacunski As Attorney-in-Fact

II-7

SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of York, State of Pennsylvania, on October 19, 2006.

GLATFELTER HOLDINGS, LLC

By:  *
 

Name: Thomas V. Bosley

Title:  President and Chief Executive Officer

      Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature		Title	Date
* Thomas V. Bosley		President and Chief Executive Officer	October 19, 2006
* David C. Elder		Treasurer (Principal Financial Officer, Principal Accounting Officer)	October 19, 2006
* Jennifer Deitchman		Managing Director	October 19, 2006
*By:	/s/ John P. Jacunski As Attorney-in-Fact

II-8

SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of York, State of Pennsylvania, on October 19, 2006.

GLATFELTER HOLDINGS II, LLC

By:  *

Name: Thomas V. Bosley

Title:  President and Chief Executive Officer

      Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature		Title	Date
* Thomas V. Bosley		President and Chief Executive Officer	October 19, 2006
* David C. Elder		Treasurer (Principal Financial Officer, Principal Accounting Officer)	October 19, 2006
* Jennifer Deitchman		Managing Director	October 19, 2006
*By:	/s/ John P. Jacunski As Attorney-in-Fact

II-9

EXHIBIT INDEX

Exhibit
Number			Description of Exhibits
	4	.1	Indenture, dated as of April 28, 2006, by and between the Company and SunTrust Bank, as trustee (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed by the Company on May 3, 2006).
	4	.2	Registration Rights Agreement, dated April 28, 2006, among the Company, the Guarantors named therein and the Initial Purchasers (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed by the Company on May 3, 2006).
	4	.3	First Supplemental Indenture, dated as of September 21, 2006, among Glatfelter Holdings, LLC, Glatfelter Holdings II, LLC, the Existing Subsidiary Guarantors named therein and SunTrust Bank.**
	5	.1	Opinion of Shearman & Sterling LLP as to the validity of the securities being offered.*
	5	.2	Opinion of Ballard Spahr Andrews and Ingersoll, LLP as to the validity of the securities being offered.*
	10	.1	Asset Purchase Agreement, dated February 21, 2006, among NewPage Corporation, Chillicothe Paper Inc. and the Company (exhibits omitted) (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by the Company on February 27, 2006).
	10	.2	Agreement for Sale of Assets (Lydney), dated March 8, 2006, by and among J R Crompton Limited, Nicholas James Dargan and William Kenneth Dawson, as administrators and Glatfelter-UK Limited and the Company (incorporated by reference to Exhibit 10 to the Quarterly Report on Form 10-Q filed by the Company for the quarter ended March 31, 2006).
	10	.3	P. H. Glatfelter Company Management Incentive Plan, adopted as of January 1, 1994, as amended and restated December 19, 2000 and effective January 1, 2001 (incorporated by reference to Exhibit 10(a) to the Company’s Form 10-K for the year ended December 31, 2000).
	10	.4	P. H. Glatfelter Company 2005 Management Incentive Plan, adopted as of April 27, 2005 (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K filed by the Company on April 29, 2005).
	10	.5	P. H. Glatfelter Company Supplemental Executive Retirement Plan, as amended and restated effective April 23, 1998 and further amended December 20, 2000 (incorporated by reference to Exhibit 10(c) to the Company’s Form 10-K for the year ended December 31, 2000).
	10	.6	Description of Executive Salary Continuation Plan (incorporated by reference to Exhibit 10(g) to the Company’s Form 10-K for the year ended December 31, 1990).
	10	.7	P. H. Glatfelter Company Supplemental Management Pension Plan, effective as of April 23, 1998 (incorporated by reference to Exhibit 10(f) to the Company’s Form 10-K for the year ended December 31, 1998).
	10	.8	P. H. Glatfelter Company 2005 Long-Term Incentive Plan, adopted as of April 27, 2005 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by the Company on April 29, 2005).
	10	.8.1	Form of Top Management Restricted Stock Unit Award Certificate (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed by the Company on April 29, 2005).
	10	.8.2	Form of Non-Employee Director Restricted Stock Unit Award Certificate (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed by the Company on April 29, 2005).
	10	.9	P. H. Glatfelter Company Deferred Compensation Plan for Directors, effective as of April 22, 1998 (incorporated by reference to Exhibit 10(h) to the Company’s Form 10-K for the year ended December 31, 1998).
	10	.10	Change in Control Employment Agreement by and between the Company and George H. Glatfelter II, dated as of December 31, 2005 (incorporated by reference to Exhibit 10(i) to the Company’s Form 10-K for the year ended December 31, 2005).

Exhibit
Number			Description of Exhibits
	10	.11	Form of Change in Control Employment Agreement by and between the Company and certain employees, dated as of December 31, 2005 (incorporated by reference to Exhibit 10(j) to the Company’s Form 10-K for the year ended December 31, 2005).
	10	.11.1	Schedule of Change in Control Employment Agreements (incorporated by reference to Exhibit 10(j)(a) to the Company’s Form 10-K for the year ended December 31, 2005).
	10	.12	Agreement between the State of Wisconsin and Certain Companies Concerning the Fox River, dated as of January 31, 1997, among the Company, Fort Howard Corporation, NCR Corporation, Appleton Papers Inc., Riverside Paper Corporation, U.S. Paper Mills, Wisconsin Tissue Mills Inc. and the State of Wisconsin (incorporated by reference to Exhibit 10(i) to the Company’s Form 10-K for the year ended December 31, 1996).
	10	.13	Credit Agreement, dated as of June 24, 2002, among the Company, various subsidiary borrowers, Deutsche Bank AG New York Branch, as Agent, and various lending institutions with Deutsche Bank Securities Inc., as Lead Arranger and Book Runner (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q filed by the Company for the quarter ended June 30, 2002).
	10	.14	Increase in Commitments and Lender Addition Agreement (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q filed by the Company for the quarter ended September 30, 2002).
	10	.15	Contract for the Purchase and Bargain Sale of Property (exhibits omitted) (incorporated by reference to Exhibit 10(o) to the Company’s Form 10-K for the year ended December 31, 2002).
	10	.16	Term Loan Agreement, dated as of March 21, 2003, among GPW Timberlands, LLC, (a wholly owned subsidiary of the Company) and Suntrust Bank, as Administrative Agent (incorporated by reference to Exhibit 10.3 to the Quarterly Report on Form 10-Q filed by the Company for the quarter ended March 31, 2003).
	10	.17	Consent Decree for Remedial Design and Remedial Action at Operable Unit 1 of the Lower Fox River and Green Bay site by and among the United States of America and the State of Wisconsin v. P. H. Glatfelter Company and WTMI Company (f/k/a Wisconsin Tissue Mills, Inc.) (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K/A filed by the Company on October 9, 2003).
	10	.18	Compensatory Arrangements with Certain Executive Officers (incorporated by reference to Exhibit 10(q) to the Company’s Form 10-K for the year ended December 31, 2005).
	10	.19	Summary of Non-Employee Director Compensation, (effective May 1, 2006) (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by the Company on June 29, 2006).
	10	.20	Credit Agreement, dated as of April 3, 2006, by and among the Company, certain of the Company’s subsidiaries as borrowers, certain of the Company’s subsidiaries as guarantors, the banks party thereto, PNC Bank, National Association, as agent for the banks under the Credit Agreement, PNC Capital Markets LLC and Credit Suisse Securities (USA) LLC, as joint arrangers and bookrunners, and Credit Suisse Securities (USA) LLC, as syndication agent (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by the Company on April 7, 2006).
	12	.1	Computation of Ratio of Earnings to Fixed Charges.**
	21	.1	Subsidiaries of the Company (incorporated by reference to Exhibit 21 to the Company’s Form 10-K for the year ended December 31, 2005).
	23	.1	Consent of Deloitte & Touche LLP.**
	23	.2	Consent of Shearman & Sterling LLP (included in Exhibit 5.1).*
	23	.3	Consent of Ballard Spahr Andrews and Ingersoll, LLP (included in Exhibit 5.2)*
	24	.1	Power of Attorney of P. H. Glatfelter Company.**
	25	.1	Statement of eligibility of trustee on Form T-1 for the 71/8% Notes due 2016.**
	99	.1	Form of Letter of Transmittal**

Exhibit
Number			Description of Exhibits
	99	.2	Form of Notice of Guaranteed Delivery**
	99	.3	Form of Letter to Clients**
	99	.4	Form of Letter to Registered Holders**
	99	.5	Form of Letter from Beneficial Owner**

*	Filed herewith.
**	Previously filed.

EX-5.1

                                                                     EXHIBIT 5.1


                                                                October 19, 2006


The Board of Directors
P. H. Glatfelter Company
96 South George Street, Suite 500
York, Pennsylvania 17401


Ladies and Gentlemen:

We have acted as counsel to P. H. Glatfelter Company, a Pennsylvania corporation
(the "Company"), in connection with the preparation and filing by the Company of
a registration statement on Form S-4 (the "Registration Statement") with the
Securities and Exchange Commission under the Securities Act of 1933, as amended
(the "Securities Act"), relating to the issuance of up to $200,000,000 aggregate
principal amount of the Company's 7 1/8% Senior Notes due 2016 (the "Exchange
Notes") and the full and unconditional guarantees by the subsidiary guarantors
listed on Schedule I hereto (collectively, the "Subsidiary Guarantors" and,
together with the Company, the "Relevant Parties") as to the payment of
principal and interest on the Exchange Notes (the "Exchange Note Subsidiary
Guarantees"). Pursuant to the Registration Statement, the Company is offering to
exchange (the "Exchange Offer") all of the Exchange Notes for a like amount of
its outstanding unregistered 7 1/8% Senior Notes due 2016 (the "Notes"), and to
exchange the Exchange Note Subsidiary Guarantees for the outstanding
unregistered full and unconditional guarantees as to the payment of principal
and interest on the Notes by the Subsidiary Guarantors (the "Note Subsidiary
Guarantees").

The Exchange Notes and the Exchange Note Subsidiary Guarantees will be
registered under the Securities Act as set forth in the prospectus forming a
part of the Registration Statement (the "Prospectus") and will be issued upon
consummation of the Exchange Offer. The Notes and the Note Subsidiary Guarantees
were, and the Exchange Notes and the Exchange Note Subsidiary Guarantees will
be, issued pursuant to an indenture, dated as of April 28, 2006 (the "Base
Indenture"), among the Company, the initial Subsidiary Guarantors (as defined
therein) party thereto as guarantors, and SunTrust Bank, as trustee (the
"Trustee"), as supplemented by a first supplemental indenture, dated as of
September 22, 2006, among the Company, the Subsidiary Guarantors and the Trustee
(the "Supplemental Indenture" and, together with the Base Indenture, the
"Indenture").

In that connection, we have reviewed originals or copies of the following
documents:

         (a)      The Indenture.




         (b) A Specimen of the Exchange Notes.

The documents described in the foregoing clauses (a) through (b) of this
paragraph are collectively referred to herein as the "Opinion Documents."

We have also reviewed the following:

         (a) The Registration Statement.

         (b) The Prospectus.

         (c) The Registration Rights Agreement as of April 28, 2006 among the
     Company, the Subsidiary Guarantors named therein, Credit Suisse Securities
     (USA) LLC, PNC Capital Markets LLC, ABN AMRO Incorporated and SunTrust
     Capital Markets, Inc. (the "Registration Rights Agreement").

         (d) originals or copies of such other corporate records of the Company
     and its subsidiaries, certificates of public officials and of officers of
     the Company and its subsidiaries and agreements and other documents as we
     have deemed necessary as a basis for the opinions expressed below.

In our review of the Opinion Documents and other documents, we have assumed:

         (a) The genuineness of all signatures.

         (b) The authenticity of the originals of the documents submitted to us.

         (c) The conformity to authentic originals of any documents submitted to
     us as copies.

         (d) As to matters of fact, the truthfulness of the representations made
     in the Opinion Documents and in certificates of public officials and
     officers of the Relevant Parties.

         (e) That each of the Opinion Documents is the legal, valid and binding
     obligation of each party thereto, other than the Relevant Parties,
     enforceable against each such party in accordance with its terms.

         (f) That:

                  (i) Each Relevant Party is an entity duly organized and
         validly existing under the laws of the jurisdiction of its
         organization.

                  (ii) Each Relevant Party has full power and authority
         (corporate or otherwise) to execute, deliver and perform, and has duly
         authorized executed and delivered (except to the extent Generally
         Applicable Law is applicable to such execution and delivery), the
         Opinion Documents to which it is a party.



                                       2


                  (iii) The execution, delivery and performance by each Relevant
         Party of the Opinion Documents to which it is a party have been duly
         authorized by all necessary action (corporate or otherwise) and do not:

                           (A) contravene its certificate or articles of
                  incorporation, bylaws or other organizational documents;

                           (B) except with respect to Generally Applicable Law,
                  violate any law, rule or regulation applicable to it; or

                           (C) result in any conflict or breach of any agreement
                  or document binding on it.

                  (iv) Except with respect to Generally Applicable Law, no
         authorization, approval or other action by, and no notice to or filing
         with, any governmental authority or regulatory body or any other third
         party is required for the due execution, delivery or performance by any
         of the Company or the Subsidiary Guarantors of any Opinion Document to
         which it is a party or, if any such authorization, approval, consent,
         action, notice or filing is required, it has been duly obtained, taken,
         given or made and is in full force and effect.

We have not independently established the validity of the foregoing assumptions.

"Generally Applicable Law" means the federal law of the United States of
America, and the law of the State of New York (including the rules and
regulations promulgated thereunder or pursuant thereto), that a New York lawyer
exercising customary professional diligence would reasonably be expected to
recognize as being applicable to the Relevant Parties, the Opinion Documents or
the transactions governed by the Opinion Documents, and for purposes of
assumption paragraph (f) above and our opinion in paragraph 1 below, the General
Corporation Law of the State of Delaware.

Based upon the foregoing and upon such other investigation as we have deemed
necessary and subject to the assumptions and qualifications set forth herein, we
are of the opinion that:

                  1. The Indenture has been duly executed and delivered and is
         the legal, valid and binding obligation of each Relevant Party that is
         a party thereto, enforceable against such Relevant Party in accordance
         with its terms.

                  2. If and when duly executed and delivered by the Company and
         authenticated by the Trustee in accordance with the terms of the
         Indenture and if and when issued upon consummation of the Exchange
         Offer as set forth in the Registration Statement, the Exchange Notes
         will be the legal, valid and binding obligations of the



                                       3


         Company, enforceable against the Company in accordance with their terms
         and entitled to the benefits of the Indenture.

                  3. If and when issued upon consummation of the Exchange Offer
         as set forth in the Registration Statement, the Exchange Note
         Subsidiary Guarantees will be the legal, valid and binding obligations
         of the Subsidiary Guarantor which issued such Exchange Note Subsidiary
         Guarantee, enforceable against such Subsidiary Guarantor in accordance
         with its terms and entitled to the benefits of the Indenture.

Our opinions above are subject to the following qualifications:

                  (a) Our opinions above are subject to the effect of any
         applicable bankruptcy, insolvency, reorganization, moratorium or
         similar laws affecting creditors' rights generally (including without
         limitation all laws relating to fraudulent transfers).

                  (b) Our opinions above are also subject to the effect of
         general principles of equity, including without limitation concepts of
         materiality, reasonableness, good faith and fair dealing (regardless of
         whether considered in a proceeding in equity or at law).

                  (c) Our opinions are limited to Generally Applicable Law and
         we do not express any opinion herein concerning any other law.

This opinion letter is rendered to you in connection with the transactions
contemplated by the Opinion Documents. This opinion letter may not be relied
upon by you for any other purpose without our prior written consent.

This opinion letter speaks only as of the date hereof. We expressly disclaim any
responsibility to advise you of any development or circumstance of any kind,
including any change of law or fact, that may occur after the date of this
opinion letter that might affect the opinions expressed therein.

We hereby consent to the filing of this opinion letter as an exhibit to the
Registration Statement and to the use of our name under the heading "Legal
Matters" in the Prospectus.

Very truly yours,

/s/ Shearman & Sterling LLP



BC/FE/CU/MR/SM
JL



                                       4

EX-5.2

                                                                     Exhibit 5.2

                               October 19, 2006

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

          Re: P. H. Glatfelter Company

Ladies and Gentlemen:

          We have acted as local counsel to P. H. Glatfelter Company, a
Pennsylvania corporation (the "Company"), Glatfelter Pulp Wood Company, a
Maryland corporation ("Pulp Wood"), PHG Tea Leaves, Inc., a Delaware corporation
("Tea Leaves"), Glenn-Wolfe, Inc., a Delaware corporation ("Glenn-Wolfe"),
Mollanvick, Inc., a Delaware corporation ("Mollanvick"), GLT International
Finance, LLC, a Delaware limited liability company ("GLT"; and, together with
Pulp Wood, Tea Leaves, Glenn-Wolfe, and Mollanvick, the "Initial Guarantors"),
Glatfelter Holdings, LLC, a Delaware limited liability company ("Holdings I"),
and Glatfelter Holdings II, LLC, a Delaware limited liability company ("Holdings
II"; and, together with Pulp Wood, Tea Leaves, Glenn-Wolfe, and Mollanvick, GLT
and Holdings I, each a "Guarantor" and together, the "Guarantors") and are
rendering this opinion in connection with the preparation and filing with the
Securities and Exchange Commission (the "Commission") under the Securities Act
of 1933, as amended (the "Act"), of a Registration Statement on Form S-4 (the
"Registration Statement") relating to the registration by the Company of
$200,000,000 aggregate principal amount of its 7 1/8% Senior Exchange Notes due
2016 (the "Exchange Notes") and the guarantees of the Exchange Notes by the
Guarantors.

          The Exchange Notes are to be offered (the "Exchange Offer") in
exchange for the outstanding $200 million aggregate principal amount of the
Company's 7 1/8% Senior Notes due 2016 issued and sold by the Company on April
28, 2006 in an offering exempt from registration under the Act and guaranteed by
the Initial Guarantors. The Exchange Notes will be issued by the Company in
accordance with the terms of the Indenture (the "Indenture"), dated as of April
28, 2006, among the Company, the Initial Guarantors and SunTrust Bank (the
"Trustee"), as trustee, as supplemented by a Supplemental Indenture (the
"Supplemental Indenture"), dated September 22, 2006, among the Company, the
Guarantors and the Trustee.

          In so acting, we have examined the originals or copies, certified or
otherwise identified to our satisfaction, of the following:

          (a) the Indenture;

          (b) the Supplemental Indenture;



P. H. Glatfelter Company
September 22, 2006
Page 2


          (b) the Registration Statement and all exhibits thereto and the
prospectus included in the Registration Statement;

          (c) a copy of the Articles of Incorporation of the Company;

          (d) copies of a Certificate of Incorporation of each of Tea Leaves,
Glenn-Wolfe and Mollanvick;

          (e) copies of the Certificate of Formation of GLT, Holdings I and
Holdings II;

          (f) a copy of the Charter of Pulp Wood; and

          (g) a copy of the by-laws of each of the Company and the Guarantors
(other than GLT, Holdings I and Holdings II) and a copy of the operating
agreement of each of GLT, Holdings I and Holdings II, in each case, certified by
the Secretary or another officer of such entity.

          We have also examined the form of the Exchange Note attached as
Exhibit A to the Indenture, and we assume that the Exchange Notes, when executed
and delivered, will conform to the form thereof examined by us and will be
authenticated in accordance with the terms of the Indenture, as supplemented by
the Supplemental Indenture. We have also examined the originals or copies,
certified or otherwise identified to our satisfaction of all other agreements,
documents, and instruments as we have deemed appropriate as the basis for the
opinions hereinafter set forth. We have also examined, and relied upon the
accuracy of factual matters contained in, originals or copies, certified or
otherwise identified to our satisfaction, of such corporate records and
certificates or comparable documents of public officials and of officers and
representatives of each of the Company and the Guarantors and of such
agreements, documents and instruments and have made such examinations of law as
we have deemed necessary in connection with the opinions set forth below.

          In delivering this opinion, we have assumed the legal capacity of all
natural persons, the genuineness of all signatures, the authenticity of all
documents submitted to us as originals, the conformity to original documents of
documents submitted to us as certified, conformed, photostatic or facsimile
copies, the authenticity of originals of all such latter documents, and the
accuracy and completeness of all records, information and statements submitted
to us by officers and representatives of the Company and the Guarantors. In
making our examination of documents executed by parties other than the Company
and the Guarantors, we have assumed that such parties had the power, corporate
or other, to enter into and perform all obligations thereunder and have also
assumed the due authorization of all requisite action, corporate or other, and
execution and delivery by such parties of such documents and the validity and
binding effect thereof with respect to such parties.



P. H. Glatfelter Company
September 22, 2006
Page 3


          Based upon the foregoing and subject to the assumptions, exceptions,
limitations and qualifications set forth herein, we are of the opinion that:

          1. The execution and delivery of the Indenture has been authorized by
all necessary corporate or limited liability company action, as applicable, on
the part of each of the Company and the Initial Guarantors.

          2. The execution and delivery of the Supplemental Indenture has been
authorized by all necessary corporate or limited liability company action, as
applicable, on the part of each of the Company and the Guarantors.

          3. The Indenture and Supplemental Indenture have been duly executed
and delivered on behalf of the Company and constitute legal, valid and binding
obligations of the Company.

          4. The Indenture has been duly executed and delivered on behalf of
each Initial Guarantor and constitutes the legal, valid and binding obligation
of each Initial Guarantor.

          5. The Supplemental Indenture has been duly executed and delivered on
behalf of each Guarantor and constitutes the legal, valid and binding obligation
of each Guarantor.

          6. The Exchange Notes have been duly authorized by all necessary
corporate action on the part of the Company, and when executed and authenticated
in accordance with the provisions of the Indenture, will be the legally valid
and binding obligations of the Company.

                                   * * * * * *

          Our opinion is subject to the effect of applicable bankruptcy,
insolvency, reorganization, moratorium, fraudulent conveyance, fraudulent
transfer, marshalling or similar laws affecting creditors' rights and remedies
generally; general principles of equity, including without limitation, concepts
of materiality, reasonableness, good faith and fair dealing (regardless of
whether such enforceability is considered in a proceeding in equity or at law);
and limitations on enforceability of rights to indemnification or contribution
by federal or state securities laws or regulations or by public policy.

          We express no opinion as to the law of any jurisdiction other than the
law of the Commonwealth of Pennsylvania, the General Corporation Law of the
State of Delaware and the laws of the State of Maryland.

          This opinion is limited to the matters expressly stated herein. No
implied opinion may be inferred to extend this opinion beyond the matters
expressly stated herein. We do not undertake to advise you or anyone else of any
changes in the opinions expressed herein resulting from changes in law, changes
in facts or any other matters that hereafter might occur or be brought to our
attention.



P. H. Glatfelter Company
September 22, 2006
Page 4


          We hereby consent to the reliance on this opinion by Shearman &
Sterling LLP in connection with the opinion such firm is rendering to the
Company and to the filing of this opinion with the Registration Statement in
connection with the Exchange Offer.

          This opinion shall be interpreted in accordance with the Legal Opinion
Principles issued by the Committee on Legal Opinions of the American Bar
Association's Section of Business Law as published in 53 Business Lawyer 831
(May 1998).

                                       Very truly yours,

                                       /s/Ballard Spahr Andrews & Ingersoll, LLP

CORRESP

October 19, 2006

VIA MAIL AND EDGAR

Mr. Mark P. Shuman
Legal Branch Chief
Securities and Exchange Commission
Division of Corporation Finance
Room 4561
100 F Street, N.E.
Washington, D.C. 20549

P. H. Glatfelter Company
Registration Statement on Form S-4/A
Filed September 22, 2006 (File No. 333-135808)
Responses to SEC Comment Letter dated October 10, 2006

Dear Mr. Shuman:

     On behalf of P. H. Glatfelter Company (the “Company”), set forth below are the comments of the staff (the “Staff”) of the United States Securities and Exchange Commission (the “Commission”) received in your letter dated October 10, 2006 relating to Amendment No. 1 to the Company’s registration statement on Form S-4/A (File No. 333-135808) filed on September 22, 2006 (the “Registration Statement”), including the prospectus contained therein (the “Prospectus”). Each Staff comment is followed by the Company’s response to that comment.

     This letter should be read in conjunction with the accompanying Amendment No. 2 to the Registration Statement (“Amendment No. 2”), which the Company filed with the Commission on the date hereof. To assist the Staff in reviewing Amendment No. 2, we are delivering, by overnight mail, a copy of this letter and four bound copies of Amendment No. 2, including Exhibits.

Exhibits

Exhibit 5.1

1.	On page 2, we note the use of the defined term “Relevant Parties” yet we cannot locate a definition of the term in the opinion. Revise as appropriate.
	We refer to the Staff to the first paragraph of Shearman & Sterling LLP’s opinion where the defined term “Relevant Parties” is defined as the Company and the Subsidiary Guarantors.
2.	We note the assumptions contained in subsections (e) and (f) on pages 2 and 3. Please be advised that it is inappropriate for counsel to include assumptions of facts that are readily ascertainable. In this regard, provide support for your ability to assume these facts, demonstrate that you have conducted an independent investigation of such facts, or revise to remove the referenced assumptions.
	We have been advised by Shearman & Sterling LLP that the assumptions set forth in clauses (e) and (f) of the fifth paragraph are necessary because the Company and the Subsidiary Guarantors are entities formed under and governed by the laws of the States of Pennsylvania, Maryland and Delaware. Shearman & Sterling LLP’s lawyers are licensed to practice law in the States of New York, California and the District of Columbia, as well as certain other foreign jurisdictions. As such, Shearman & Sterling LLP can deliver legal opinions only under the laws of these jurisdictions. We have been advised that Shearman & Sterling LLP believes that it is appropriate and reasonable to make these assumptions because these legal matters are covered by the legal opinion of Ballard Spahr Andrews & Ingersoll, LLP, submitted as Exhibit 5.2.
3.	Please confirm in writing that the reference to the General Corporation Law of the State of Delaware includes the statutory provisions and also the applicable provisions of the Delaware Constitution and reported judicial decisions interpreting these laws. See Current Issues and Rulemaking Projects Outline, November 14, 2000. Include a similar confirmation as it pertains to the reference contained in Exhibit 5.2.
	We have been advised by Shearman & Sterling LLP and Ballard Spahr Andrews & Ingersoll, LLP that the references in their respective opinions to the General Corporation Law of the State of Delaware include the statutory provisions and also the applicable provisions of the Delaware Constitution and reported judicial decisions interpreting these laws.

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4.

We note that the last sentence in the paragraph on page 3 commencing “‘Generally Applicable Law’ means...” Please provide an explanation of the purpose and potential effect of limiting the definition of “Generally Applicable Law” in such a manner. Otherwise, revise the opinion to remove the carve-out.

We have been advised by Shearman & Sterling LLP that inclusion of the definition “Generally Applicable Law” is consistent with guidelines published by the American Bar Association (the “ABA”), as well as other state bar associations. In Legal Opinion Principles1, published by the ABA’s Committee on Legal Opinions and chaired by the Honorable Thomas L. Ambrow, the authors state that an opinion letter “covers only law that a lawyer in the jurisdiction(s) whose law is being covered by the opinion letter exercising customary professional diligence would reasonably be expected to recognize as being applicable to the entity, transaction, or agreement to which the opinion letter relates.” Other guidance provides that the opinion giver should notify the opinion recipient of the law that the opinion covers. The definition “Generally Applicable Law” is expressly intended to do so, and is consistent with customary practice.

Exhibit 5.2

5.	We note your reference to the “Maryland General Corporation Law.” Please revise your reference to encompass Maryland law.
	In response to the staff’s comment, Ballard Spahr Andrews & Ingersoll, LLP has revised its opinion to encompass Maryland law.

* * *

	In addition, the Company hereby acknowledges:
•	that should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;
•	the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

¹ Committee on Legal Opinions, Legal Opinion Principles, 57 Bus. Law 882 (2002).

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• the Company may not assert the staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

     If you have any questions concerning the matters referred to in this letter, please call the undersigned at (717) 225-2794 or counsel to the Company, Bruce Czachor and Ferdinand J. Erker of Shearman & Sterling LLP, at (212) 848-7835 and (212) 848-8167, respectively.

Very truly yours,
 

/s/ John P. Jacunski  

John P. Jacunski 

Senior Vice President and Chief Financial Officer 

cc: George H. Glatfelter II, Chief Executive Officer
(P. H. Glatfelter Company)
Glenn Davies, Director of SEC Reporting
(P. H. Glatfelter Company)
Bruce Czachor, Esq.
(Shearman & Sterling LLP)
Ferdinand J. Erker, Esq.
(Shearman & Sterling LLP)

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