Magnera Corp — Director's Dealing 2006

Feb 3, 2006

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GLATFELTER P H CO (GLT)
CIK: 0000041719
Period of Report: 2006-02-01

Reporting Person: DEBENEDICTIS NICHOLAS (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2006-02-01	Phantom Stock	$14.11	J	30.74	Acquired		Common Stock, Par Value $.01 (30.74)	Direct

Footnotes

F1: These phantom stock units were accrued under the P. H. Glatfelter Company Deferred Compensation Plan for Directors on quarterly dividend payments of $.09 and will be settled in cash following termination of the reporting person's service as a Director.

F3: Expiration of these Phantom Shares will occur when the Director retires, and the share are converted to cash.

F2: These shares will not be exercisable. They convert to cash at retirement.