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As filed with the Securities and Exchange Commission
on November 9, 1998

Registration No. 333-______

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

--------------------------------

FORM S-8

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 (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)

Spring Grove, Pennsylvania 17362
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)

P. H. Glatfelter Company
401(k) Savings Plan for Neenah Hourly Employees
(FULL TITLE OF THE PLAN)

Robert S. Wood
Vice President - Administration and Secretary
228 S. Main Street
Spring Grove, PA 17362
(NAME AND ADDRESS OF AGENT FOR SERVICE)

(717) 225-4711
(TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)

COPY TO:
MORRIS CHESTON, JR., ESQUIRE
BALLARD SPAHR ANDREWS & INGERSOLL, LLP
1735 MARKET STREET, 51ST FLOOR
PHILADELPHIA, PENNSYLVANIA 19103-7599
(215) 665-8500
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CALCULATION OF REGISTRATION FEE

- --------------------------------------------------------------------------------
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Per Offering Registration
Registered Registered (1) Share (2) Price (2) Fee
- --------------------------------------------------------------------------------

Common Stock 60,000
$.01 par value shares $12.3438 $740,628 $205.89
- --------------------------------------------------------------------------------

(1) Pursuant to Rule 416(a) under the Securities Act of 1933, this
Registration Statement shall be deemed to cover an indeterminate number of
additional shares of Common Stock issuable in the event the number of
outstanding shares of the Company is increased by stock split,
reclassification, stock dividend and the like.

(2) Estimated solely for the purpose of computing the registration fee. In
accordance with Securities and Exchange Commission Rule 457(c), the price
shown is based on the average of the high and low price per share of
Common Stock of the Company on November 3, 1998, $12.3438, as traded on
the American Stock Exchange.

In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
Registration Statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit plan described herein.

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PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The documents containing the information required to be included in
Part I of this Registration Statement will be given or sent to all persons who
are eligible to participate in the P. H. Glatfelter 401(k) Savings Plan for
Neenah Hourly Employees (the "Plan").

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. - INCORPORATION OF DOCUMENTS BY REFERENCE

The following documents filed with the Securities and Exchange
Commission pursuant to the Securities Exchange Act of 1934 by P. H. Glatfelter
Company (the "Company") (File No. 1-3560) are incorporated herein by reference:

(a) The Company's Annual Report on Form 10-K for the year
ended December 31, 1997.

(b) The Company's Quarterly Report on Form 10-Q for the
quarters ended March 31, 1998 and June 30, 1998.

Each document filed by the Company subsequent to the date hereof
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of
1934, prior to the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference herein
and to be a part hereof from the date of filing of such document.

Item 4. - DESCRIPTION OF SECURITIES

Common Stock

The Common Stock to be offered pursuant to the Plan has been
registered pursuant to Section 12 of the Securities Exchange Act of 1934.
Accordingly, a description of the Common Stock is not required herein.

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Item 5. - INTERESTS OF NAMED EXPERTS AND COUNSEL

Not applicable.

Item 6. - INDEMNIFICATION OF DIRECTORS AND OFFICERS

See Section 2.11 and Sections 3.1 through 3.7 of the Company's
Bylaws and Section 1713 and Sections 1741 through 1750 of the Pennsylvania
Business Corporation Law of 1988.

The Company's Bylaws include a provision to eliminate the personal
liability of its directors for monetary damages for breach or alleged breach of
their duty of care to the full extent permitted by Pennsylvania law. In
addition, the Company's Bylaws provide that the Company shall indemnify its
directors and officers to the full extent permitted by Pennsylvania law.

The Company has insurance coverage for losses by any person who is
or hereafter may be a director or officer of the Company arising from claims
against that person for any wrongful act (subject to certain exceptions) in his
capacity as a director or officer of the Company. The policy also provides for
reimbursement to the Company for indemnification given by the Company, pursuant
to common or statutory law or its Articles of Incorporation or Bylaws to any
such person arising from any such claim. The policy's coverage is limited to a
maximum of $20,000,000 for each loss and each policy year and there is a
deductible of $1,500,000 for the Company.

Item 7. - EXEMPTION FROM REGISTRATION CLAIMED

Not applicable.

Item 8. - EXHIBITS

4.1 Specimen copy of Common Stock Certificate (incorporated by
reference to Exhibit 4 to the Company's Registration Statement
on Form S-8, Reg. No. 33-54409)

4.2 P. H. Glatfelter Company 401(k) Savings Plan for
Neenah Hourly Employees

5 Opinion of Ballard Spahr Andrews & Ingersoll, LLP

15 Letter regarding unaudited interim financial
information

23.1 Consent of Deloitte & Touche LLP

23.2 Consent of Deloitte & Touche GmbH

23.3 Consent of Constantin Associes and Segec Audit SA

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23.4 Consent of Ballard Spahr Andrews & Ingersoll, LLP (included in
Exhibit 5)

24 Power of Attorney (included on signature page)

The Company will submit the Plan and any amendment thereto to the
Internal Revenue Service (the "IRS") in a timely manner and will make all
changes required by the IRS in order to qualify the Plan.

Item 9. - UNDERTAKINGS

A. Rule 415 Offering

The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by section
10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement (or
the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change in
the information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in the
volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and
any deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed with
the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in
the maximum aggregate offering price set forth in the "Calculation
of Registration Fee" table in the effective registration statement.

(iii) To include any material information with respect
to the plan of distribution not previously disclosed in the
registration statement or any material change to such information in
the registration statement;

Provided, however, that paragraphs (A)(1)(i) and
(A)(1)(ii) do not apply if the information required to be included
in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the Registrant pursuant to section 13 or
section 15(d)

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of the Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement.

(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.

B. Filings Incorporating Subsequent Exchange Act Documents
By Reference

The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

C. Request for Acceleration of Effective Date or Filing of
Registration Statement on Form S-8

Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

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SIGNATURES

The Registrant. Pursuant to the requirements of the Securities Act
of 1933, the Registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized in the City of Spring Grove, Commonwealth of Pennsylvania, on
November 9, 1998.

P. H. GLATFELTER COMPANY

November 9, 1998 By:/s/ R. P. Newcomer
---------------------------------------------
R. P. Newcomer
Executive Vice President,
Chief Financial Officer
and Director

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints R. P. Newcomer and R. S. Wood and each of
them, as true and lawful attorneys-in-fact and agents with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments) to the Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or their or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

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.

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Signature Title Date
- --------- ----- ----

/s/ G. H. Glatfelter II President, Chief November 9, 1998
- ------------------------------- Executive Officer
G. H. Glatfelter II and Director

/s/ T. C. Norris Chairman and Director November 9, 1998
- -------------------------------
T. C. Norris

/s/ R. P. Newcomer Executive Vice November 9, 1998
- ------------------------------- President, Chief
R. P. Newcomer Financial Officer
and Director

/s/ C. M. Smith Vice President - November 9, 1998
- ------------------------------- Finance, Assistant
C. M. Smith Secretary and Controller

/s/ R. E. Chappell Director November 9, 1998
- -------------------------------
R. E. Chappell

/s/ N. DeBenedictis Director November 9, 1998
- -------------------------------
N. DeBenedictis

/s/ G. H. Glatfelter Director November 9, 1998
- -------------------------------
G. H. Glatfelter

/s/ R. S. Hillas Director November 9, 1998
- -------------------------------
R. S. Hillas

/s/ M. A. Johnson II Director November 9, 1998
- -------------------------------
M. A. Johnson II

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Signature Title Date
- --------- ----- ----

/s/ R. W. Kelso Director November 9, 1998
- -------------------------------
R. W. Kelso

/s/ P. R. Roedel Director November 9, 1998
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P. R. Roedel

/s/ J. M. Sanzo Director November 9, 1998
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J. M. Sanzo

/s/ R. L. Smoot Director November 9, 1998
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R. L. Smoot

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The Plan. Pursuant to the requirements of the Securities Act of
1933, the trustees (or other persons who administer the employee benefit plan)
have duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of Spring Grove, Commonwealth
of Pennsylvania, on November 9, 1998.

P. H. GLATFELTER COMPANY
401(K) SAVINGS PLAN FOR
NEENAH HOURLY EMPLOYEES

By:/s/ R. P. Newcomer
---------------------------------
R. P. Newcomer
Chairman
Employee Benefits Committee

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EXHIBIT INDEX

EXHIBIT NO. DESCRIPTION
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