EXHIBIT 5


             [LETTERHEAD OF BALLARD SPAHR ANDREWS & INGERSOLL, LLP]




                                 July 8, 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 special 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 under the Securities Act of 1933, as amended, relating to the
registration by the Company of 7,475,000 shares (the "Shares") of the Company's
common stock, par value $.01 per share (the "Common Stock"), to be sold by the
holders thereof as described in the Registration Statement (the "Selling
Shareholders").

            We have examined originals or copies, certified or otherwise
identified to our satisfaction, of the 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 therein.

                                Very truly yours,

                   /s/ Ballard Spahr Andrews & Ingersoll, LLP