<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G
Under the Securities Exchange Act of 1934
Amendment No. 11
P.H. Glatfelter Company
______________________________________________________________________________
(Name of Issuer)
Common Stock
______________________________________________________________________________
(Title of Class of Securities)
377316104
______________________________________________________________________________
(CUSIP Number)
Check the following box if a fee is being paid with this statement
CUSIP No.
1) Names of Reporting Persons S.S. or I.R.S. Identification Nos. of above
persons
PNC Bank Corp. 25-143-5979
2) Check the Appropriate Box if a Member of a Group (See Instructions)
a)
b)
3) SEC USE ONLY
4) Citizenship or Place of Organization Pennsylvania
Number of Shares 5) Sole Voting Power 9,106,116
Beneficially Owned
By Each Reporting
Person With 6) Shared Voting Power 7,925,310
7) Sole Dispositive Power 9,043,588
8) Shared Dispositive Power 7,969,152
9) Aggregate Amount Beneficially Owned by Each Reporting Person
17,328,228
10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions)
11) Percent of Class Represented by Amount in Row (9) 39.43
12) Type of Reporting Person (See Instructions) HC
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G
Under the Securities Exchange Act of 1934
Amendment No. 11
P.H. Glatfelter Company
______________________________________________________________________________
(Name of Issuer)
Common Stock
______________________________________________________________________________
(Title of Class of Securities)
377316104
______________________________________________________________________________
(CUSIP Number)
Check the following box if a fee is being paid with this statement
CUSIP No.
1) Names of Reporting Persons S.S. or I.R.S. Identification Nos. of above
persons
PNC Bank, National Association, as trustee, executor, custodian and
agent.
2) Check the Appropriate Box if a Member of a Group (See Instructions)
a)
b)
3) SEC USE ONLY
4) Citizenship or Place of Organization United States of America
Number of Shares 5) Sole Voting Power 9,105,589
Beneficially Owned
By Each Reporting
Person With 6) Shared Voting Power 7,925,310
7) Sole Dispositive Power 9,043,061
8) Shared Dispositive Power 7,969,152
9) Aggregate Amount Beneficially Owned by Each Reporting Person
17,276,847
10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions)
11) Percent of Class Represented by Amount in Row (9) 39.31
12) Type of Reporting Person (See Instructions) BK
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Item 1(a) - Name of Issuer:
P.H. Glatfelter Company, a Pennsylvania Corporation (the "Company")
Item 1(b) - Address of Issuer's Principal Executive Officers:
228 South Main Stret, Spring Grove, PA 17362
Item 2(a) = Name of Person Filing:
PNC Bank, National Association, as trustee, executor, custodian and agent;
and its ultimate parent corporation, PNC Bank Corp., a Pennsylvania
Corporation.
Item 2(b) - Address of Principal Business Office, or if None, Residence:
PNC Bank, NA. PNC Bank Corp.
c/o Howard I. Verbofsky, Managing Counsel c/o William F. Strome,
Broad and Chestnut Street Senior Vice President
Philadelphia, PA 19101 Fifth Avenue and Wood Street
Pittsburgh, PA 15222
Item 2(c) - Citizenship:
PNC Bank, N.A. - National Banking Association; PNC Bank Corp. -
PA corporation
Item 2(d) - Title of Class of Securities:
Common Stock, par value, $.01 per share (the "Common Stock"), of the
Company
Item 2(e) - CUSIP No.:
377316104
Item 3 - Statement Filed Pursuant to Rule 13d-1(b) or Rule 13d-2(b):
Parent holding company; Bank
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Item 4 - Ownership:
(a) Amount Beneficially Owned:
17,328,228
(b) Percent of Class:
39.43
(c) Number of shares to which such person has:
(i) sole power to vote or to direct the vote 9,106,116
(ii) shared power to vote or to direct the vote 7,925,310
(iii) sole power to dispose or to direct the disposition of 9,043,588
(iv) shared power to dispose or to direct the disposition of 7,969,152
Item 5 - Ownership of Five Percent of Less of a Class:
Not Applicable
Item 6 - Ownership of More than Five Percent on Behalf of Another Person:
See Schedule A
Item 7 - Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on by the Parent Holding Company:
The record holder of the shares is PNC Bank, National Association
Item 8 - Identification and Classification of Members of the Group:
Not applicable
Item 9 - Notice of Dissolution of Group:
Not applicable
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Schedule A
P. H. Glatfelter
Item 6 - Ownership of More Than Five Percent on Behalf of Another
Person
The information contained in this statement relates to the shares of
Common Stock that are held by PNC Bank, National Association, as
trustee, executor, custodian or agent, or by other bank subsidiaries
of PNC Bank Corp., acting in similar capacities (collectively, the
"Shares). In accordance with Section 13d-3, certain of the Shares may
be beneficially owned by more than one person. Of the Shares held in
trusts, certain persons, including the settlors, trustees,
beneficiaries and others named in the trust documents or documents
ancillary thereto, may have the power to direct the receipt of
dividends from, or the proceeds from the sale of, such Shares. As to
the Shares that are held as executor, custodian or agent, certain
persons, including account owners, have the power, under law or by
contract, to direct the receipt of dividends from, or the proceeds
from the sale of, such Shares. Notwithstanding the beneficial
ownership of the Shares by several persons, the total number of Shares
is 17,328,228.
The following persons may have the power to direct the receipt of
dividends from, or the proceeds from the sale of, a number of Shares
that represents more than 5 % of the outstanding Common Stock.
(a) Philip H. Glatfelter, III
c/o P.H. Glatfelter Co.
Spring Grove, PA 17362
Philip H. Glatfelter, III is a co-trustee, along with PNC Bank,
National Association, of 12 trusts holding an aggregate of 6,239,880
Shares,2 and may be deemed to have shared voting and dispositive power
as to such Shares. He also has a right to withdraw an aggregate of
1,287,580 Shares from two trusts and a right to purchase an aggregate
of 4,675,776 Shares from eight trusts. In addition, he has an annual
noncumulative right to withdrawal equal to the greater of 5% or $5,000
from two trusts holding an
_________________
1 PNC Bank, National Association, as Bank Constituent and Trust Agent
(as defined in the Voting Trust Agreement (as defined below)), and PNC
Bank Corp., as the parent of PNC Bank, National Association, also
report their beneficial ownership as to 13,570,752 of the shares of
Common Stock reported herein (the "Trust Shares") on a statement on
Schedule 13D filed with the Securities and Exchange Commission. The
Trust Shares are held by the P.H. Glatfelter Family Shareholders'
Voting Trust established pursuant to agreement dated as of July 1,
1993 (the "Voting Trust Agreement"). PNC Bank, National Association,
as Bank Constituent and Trust Agent, and PNC Bank Corp. filed such
Schedule 13D because PNC Bank, National Association, as Bank
Constituent and Trust Agent, has certain powers under the Voting Trust
Agreement that may be construed as voting power as to the Trust
Shares. The Trust Shares are also included in this statement on
Schedule 13G because they may be withdrawn from the Voting Trust by
certain fiduciary trusts of which PNC Bank, National Association is a
trustee or co-trustee, generally within 60 days. Such right of
withdrawal may be deemed to continue the beneficial ownership of the
Trust Shares by PNC Bank, National Association, as trustee or
co-trustee of such fiduciary trusts, and PNC Bank Corp., as its parent
corporation, that existed prior to the establishment of the Voting
Trust.
2 All of such Shares are Trust Shares (as defined in note 1).
3 Philip H. Glatfelter, III serves as a co-trustee of one of these
trusts. All of such Shares are Trust Shares (as defined in note 1).
4 Philip H. Glatfelter, III serves as a co-trustee of two of these
trusts. An aggregate of 1,600,872 of such Shares are Trust Shares (as
defined in note 1).
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aggregate of 88,316 Shares. 5
(b) George H. Glatfelter
R.D. #5 - Woodsend
Spring Grove, PA 17362
George H. Glatfelter is a co-trustee, along with PNC Bank, National
Association, of five trusts holding an aggregate of 88,964 Shares,6
and may be deemed to have shared voting and dispositive power as to
all of such Shares. He also has a right to withdraw an aggregate of
901,161 Shares from two trusts7 and a right to purchase an aggregate of
3,806,352 Shares from six trusts.8 In addition, he has an annual,
noncumulative right of withdrawal equal to the greater of 5% or $5,000
from two trusts holding an aggregate of 88,316 Shares.9
_________________________
5 Philip H. Glatfelter, III serves as a co-trustee of both of these
trusts. All of such Shares are Trust Shares (as defined in note 1).
6 George H. Glatfelter serves as a co-trustee of four of these
trusts. All of such Shares are Trust Shares (as defined in note 1).
7 All of such Shares are Trust Shares (as defined in note 1).
8 An aggregate of 731,448 of such Shares are Trust Shares (as
defined in note 1).
9 George H. Glatfelter serves as a co-trustee of both of these
trusts. All of such Shares are Trust Shares.
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Item 10 - Certification.
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired in the ordinary
course of business and were not acquired for the purpose of and do not
have the effect of changing or influencing the control of the issuer
of such securities and were not acquired in connection with or as a
participant in any transaction having such purposes or effect.
Signature.
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is
true, complete and correct.
February 14, 1994
_____________________________________________________________________
Date
_____________________________________________________________________
Signature
/s/ Howard I. Verbofsky, Managing Counsel
_____________________________________________________________________
Name/Title
_____________________________________________________________________
Date
_____________________________________________________________________
Signature
_____________________________________________________________________
Name/Title
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Item 10 - Certification.
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired in the ordinary
course of business and were not acquired for the purpose of and do not
have the effect of changing or influencing the control of the issuer
of such securities and were not acquired in connection with or as a
participant in any transaction having such purposes or effect.
Signature.
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is
true, complete and correct.
February 14, 1994
_____________________________________________________________________
Date
_____________________________________________________________________
Signature
/s/ Michelle A. O'Donnell, Assistant Vice President and Assistant
Regulatory Counsel
_____________________________________________________________________
Name/Title
_____________________________________________________________________
Date
_____________________________________________________________________
Signature
_____________________________________________________________________
Name/Title
