EXHIBIT 4.4


                                AMENDMENT NO. 1
                                     TO THE
                  P.H. GLATFELTER COMPANY 401(k) SAVINGS PLAN

                                        
        WHEREAS, P.H. Glatfelter Company (the "Company") adopted the P.H.
Glatfelter Company 401(k) Savings Plan (the "Plan"), effective October 1, 1995,
for the benefit of certain of its salaried employees; and

        WHEREAS, the Company wishes to amend the Plan to comply with the request
of the Internal Revenue Service as a condition of the Plan's receiving a
favorable determination letter on its tax-qualified status;

        NOW, THEREFORE, effective October 1, 1995, the Plan is amended to read
as follows:

     1.   The definition of "Highly Compensated Employee" in Article I of the
Plan is amended by the addition of the following sentence to the end thereof:

          "For purposes of the foregoing, an Employee shall include a former
          Employee to the extent required by Treasury regulations."

     2.   Section 2.1 of the Plan is amended by the addition of the following
sentence to the end thereof:

          "The rights and benefits of such Employee or former Employee, if any,
          shall be determined under the provisions of the applicable Prior Plan
          as in effect upon his Separation from Service."

 
     3.   Section 3.5 of the Plan is amended by the addition of the following to
the end thereof:

          "Any allocation to be made on the basis of profit centers shall
          conform to the following rules:

               (a)  Profit centers may consist of one or more of the following,
          as determined by the Company prior to making any Profit Sharing
          Contribution to be allocated on the basis of profit centers:  (1) the
          Spring Grove, Pennsylvania mill (2) the Neenah, Wisconsin mill
          (Bergstrom), (3) the Pisgah Forest, North Carolina mill (Ecusta
          Division), (4) the Company's Corporate Group (with responsibility for
          the Ecusta Division), (5) the Company's Corporate Group (without
          responsibility for the Ecusta Division), and/or (6) such other
          operation, subsidiary or division of a Participating Company which,
          under rules similar to Treas. Reg. Section 1.414(r)-3(b)(3) and (4),
          consists of a separate profit center and employee workforce.

               (b)  The Board of Directors resolution or other corporate action
          establishing the Profit Sharing Contribution shall describe the profit
          center(s) with respect to which the allocation will be made, together
          with the amount of the allocation or the manner in which such amount
          may be determined.

               (c)  No allocation shall be made with respect to a profit center
          to the extent such allocation, together with allocations with respect
          to other profit centers with which it may be aggregated in accordance
          with Treasury regulations, fails to satisfy the minimum coverage
          requirements of Code section 410(b) or the nondiscrimination in
          benefits requirements of Code section 401(a)(4)."
 
     4.   Section 3.10 of the Plan is amended by addition of the following new
Subsection (c):

               "(c)  If, in any Limitation Year, a Participant is a participant
          in one or more defined benefit plans sponsored by a Participating
          Company or a 50% Affiliated

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          Company, the annual additions of the Participant under the Plan shall
          not be reduced unless the annual benefit under the defined benefit
          plan(s) is not reduced to the extent necessary to meet the combined
          plan limits of section 415(e) of the Code."

     5.   Section 12.2 of the Plan is amended by deleting the phrase "of
actuarial value."

     6.   The last sentence of Subsection 13.2(c) of the Plan is amended to read
as follows:

          "Determinations under this Subsection shall be made in accordance with
          section 416(i) of the Code, and Compensation shall include
          Compensation received from an Affiliated Company."


          Executed this 5th day of May, 1997.


                                    P.H. GLATFELTER COMPANY



                                    By: /s/ R. S. Wood
                                        --------------------------  
                                        R. S. Wood

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