FORM 4
Check this box if no longer
subject to Section 16. Form 4 or
Form 5 obligations may continue.
See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person *

DeBenedictis, Nicholas

96 South George Street
Suite 500

York, PA 17401		 2. Issuer Name and Ticker or Trading Symbol

Glatfelter ( GLT )
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director
 10% Owner
Officer (give title below)
 Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)

05/03/2004
4. If Amendment, Date Original Filed
(Month/Day/Year)

 6. Individual or Joint/Group Filing (Check Applicable Line)

X Form filed by One Reporting Person
Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date
(Month/Day/Year)		 2A. Deemed
Execution Date,
if any
(Month/Day/Year)		 3. Transaction
Code
(Instr. 8) 		4. Security Acquired (A)
or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of
Securities
Beneficially Owned
Following Reported
Transaction(s)
(Instr. 3 and 4)		 6. Ownership
Form:
Direct (D)
or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A)
or
(D)		 Price
Common Stock, Par Value $.01 05/03/2004 05/03/2004 A(1)
 528 A $11.36
 7,410.33 D
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1474 (9-02)
* If the form is filed by more than one reporting person, see Instruction 4(b)(v)
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g. puts, calls, warrants, options convertible securities)
1. Title of Derivative Security
(Instr. 4)		 2. Conversion
or Exercise
Price of Derivative
Security		 3. Transaction
Date
(Month/
Day/
Year)		 3A. Deemed
Execution
Date,
if any
(Month/
Day/
Year)		 4. Transaction
Code
(Instr. 8) 		5. Number of
Derivative
Securities
Acquired (A)
or Disposed of (D)
(Instr. 3, 4 and 5)		 6. Date Exercisable
and Expiration Date
(Month/Day/Year)		 7. Title and Amount of
Underlying Securities
(Instr. 3 and 4)		 8. Price of
Derivative
Security
(Instr. 5)		 9. Amount of
Securities
Beneficially Owned
Following Reported
Transaction(s)
(Instr. 4)		 10. Ownership
Form of
Derivative
Securities:
Direct (D)
or Indirect (I)
(Instr. 4)		 11. Nature of Indirect
Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date
Exercisable		 Expiration
Date		 Title Amount
or
Number
of
Shares
Stock Options (Right to buy) 11.36 05/03/2004 05/03/2004 A
 2,500 05/03/2004 05/03/2014 Common Stock 2,500 $11.36
 2,500 D
Phantom Stock 0.00 05/03/2004 05/03/2004 A(2)
 36.3468 05/03/2004 05/03/2014 Common Stock 36.3468 $11.36
 36.3468 D
SEC 1474 (9-02)
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

Explanation of Responses:
See attached footnote page.

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient,
see Instruction 6 for procedure.
Suzanne DeMars 2004-05-04
**Signature of Reporting Person Date



FOOTNOTES

(1) As part of the Director's compensation, each director receives a retainer of $9,000.00 semi-annually, 1/3 is paid in cash, and 2/3 in GLT stock. These shares represent the stock portion of this retainer.
(2) Phantom stock units accrued under the P. H. Glatfelter Deferred Compensation Plan for Directors on deferred quarterly dividend payments of $.09.