EXHIBIT 5



                               September 1, 1995


P. H. Glatfelter Company
228 S. Main Street
Spring Grove, PA  17362

          RE:  P. H. GLATFELTER COMPANY 401(k) SAVINGS PLAN
               REGISTRATION STATEMENT ON FORM S-8
               --------------------------------------------

Gentlemen:

          We have acted as counsel to P. H. Glatfelter Company (the "Company")
in connection with the registration under the Securities Act of 1933, as
amended, of interests in the P. H. Glatfelter Company 401(k) Savings Plan (the
"Plan"), and 2,115,470 shares of common stock of the Company, par value $.01 per
share (the "Shares"), issuable thereunder.

          In rendering our opinion, we have reviewed the Plan and such
certificates, documents, corporate records and other instruments as in our
judgement are necessary or appropriate to enable us to render the opinion
expressed below.  In giving this opinion, we are assuming the authenticity of
all instruments presented to us as originals, the conformity with the originals
of all instruments presented to us as copies and the genuineness of all
signatures.

          Based upon the foregoing, we are of the opinion that the Shares, when
issued in accordance with the terms of the Plan, will be legally issued, fully
paid and non-assessable.

          We consent to the filing of this opinion as Exhibit 5 to the
Registration Statement.

                                  Very truly yours,

                                  
                                  Ballard Spahr
                                  Andrews & Ingersoll