UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

Form 10-K/A

Commission File Number 1-9065

Ecology and Environment, Inc.
(Exact name of registrant as specified in its charter)

(716) 684-8060
(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act.

Securities registered pursuant to Section 12(g) of the Act.

        None        
(Title of Class)

       Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months, (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.       
Yes  (        No    !

       Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendments to this Form 10-K.          !

       Indicate by check mark whether the registrant is an accelerated filer (as described in Rule 12b-2 of the Act).    
Yes   !       No   ( 

            As of September 30, 2004, 2,444,445 shares of the registrant's Class A Common Stock, $.01 par value (the "Class A Common Stock") were outstanding, and the aggregate market value (based on the closing price as quoted by the American Stock Exchange on September 30, 2004) of the Class A Common Stock held by non-affiliates of the registrant was approximately $21,547,665.  As of the same date, 1,643,045 shares of the registrant's Class B Common Stock, $.01 par value ("Class B Common Stock") were outstanding.

EXPLANATION OF FIRST AMENDMENT

          The Registrant, Ecology and Environment, Inc., (the "Company" or "EEI"), filed a Form 10-K on October 29, 2004 with the Securities and Exchange Commission, (the "SEC").  Item 11, Executive Compensation, of that form is hereby amended as shown in this First Amendment.  All other items remain unchanged from the previously filed Form 10-K.  In addition, in connection with the filing of this First Amendment, and pursuant to the rules of the Securities and Exchange Commission, the Registrant is including with this First Amendment certain currently dated certifications.

Item 11.   EXECUTIVE COMPENSATION

        There is shown below information concerning the annual and long-term compensation for services in all capacities to the Company for the fiscal years ended July 31, 2002, 2003 and 2004 of those persons who were at July 31, 2004 (i) the chief executive officer and (ii) the four other most highly compensated executive officers with annual salary and bonus for the fiscal year ended July 31, 2004 in excess of $100,000.  In this report, the five persons named in the table below are referred to as the "Named Executives."

(1)   Amounts earned for bonus compensation determined by the Board of Directors.
(2)   Represents group term life insurance premiums, contributions made by the Company to its Defined Contribution Plan and Defined Contribution Plan SERP accruals on behalf of each of the Named Executives.
(3)   As of July 31, 2004, there were 500 shares of the Company's Class A Common Stock which was restricted stock issued pursuant to the Company's Stock Award Plan issued to Roger Gray having a value of $4,525 as of July 31, 2004.  Subsequently, in October 2004, additional grants representing 221 shares were issued to Mr. Gray with a value of $2,000.
(4)   For the period beginning November 2001 through June 30, 2003, Mr. Gray was on an assignment in Saudi Arabia as Project Manager of the Company's work there.  The Board of Directors has approved a special cost of living adjustment and completion bonus for Mr. Gray amounting to approximately 40% of base salary earned annually.
(5)   Represents the value of vested stock grants pursuant to the Stock Award Plan.
 
        None of the Company's executive officers have employment agreements.  Directors who are not employees of the Company are paid an annual fee of $27,537 payable quarterly.

Compensation Pursuant to Plans

Defined Contribution Plan.  The Company maintains a Defined Contribution Plan ("the DC Plan") which is qualified under the Internal Revenue Code of 1986, as amended (the "Internal Revenue Code") pursuant to which the Company contributes an amount not in excess of 15% of the aggregate compensation of all employees who participate in the DC Plan. All employees, including the executive officers identified under "Executive Compensation", are eligible to participate in the plan, provided that they have attained age 21 and completed one year of  employment with at least 1,000 hours of service.  The amounts contributed to the plan by the Company are allocated to participants based on a ratio of each participant's points to total points of all participants determined as follows:  one point per $1,000 of compensation plus two points per year of service completed prior to August 1, 1979, and one point for each year of service completed after August 1, 1979.

Supplemental Retirement Plan.  In April 1994, the Board of Directors of the Company, in response to changes in the tax code, voted to establish a Supplemental Executive Retirement Plan ("SERP") for purposes of providing retirement benefits to employees including officers of the Company whose retirement benefits under the DC Plan are reduced as a result of the compensation limitation imposed by the tax code change. This plan is a non-qualified plan which provides benefits that would have been lost from the DC Plan due to the imposition of the compensation restriction.

Stock Award Plan

         Effective March 16, 1998, the Company adopted the Ecology and Environment, Inc. 1998 Stock Award Plan (the “1998 Plan”).  To supplement the 1998 Plan the 2003 Stock Award Plan (the "2003 Plan") was approved by the shareholders at the annual meeting held in January 2004 (the 1998 Plan and the 2003 Plan collectively referred to as the “Award Plan”).  The 2003 Plan was approved retroactive to October 16, 2003 and will terminate on October 15, 2008.  Under the Award Plan key employees (including officers) of the Company or any of its present or future subsidiaries may be designated to receive awards of Class A common stock of the Company as a bonus for services rendered to the Company or its subsidiaries, without payment therefore, based upon the fair market value of the common stock at the time of the award.  The Award Plan authorizes the Company’s board of directors to determine for what period of time and under what circumstances awards can be forfeited.

        The Award Plan is not a qualified plan under Section 401(a) of the Internal Revenue Code.  The plan permits grants of the award for a period of five (5) years from the date of adoption.  As of July 31, 2004, awards for 212,976 shares of Class A common stock have been granted under both plans.

SIGNATURE

       Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, ECOLOGY AND ENVIRONMENT, INC. has duly caused this First Amendment to its Annual Report to be signed on its behalf by the undersigned hereunto duly authorized:

		ECOLOGY AND ENVIRONMENT, INC.
Dated:  November 10, 2004		/s/  GERHARD J. NEUMAIER
		GERHARD J. NEUMAIER, PRESIDENT