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

Form 10-Q/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)

NOT APPLICABLE
(Former name, former address and former fiscal year, if changed since last report)

             Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 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.

             At November 29, 2003,  2,397,845 shares of Registrant's Class A Common Stock (par value $.01) and 1,674,809 shares of Class B Common Stock (par value $.01) were outstanding.

EXPLANATION OF FIRST AMENDMENT

             The Registrant, Ecology and Environment, Inc., (the "Company" or "EEI"), filed a Form 10-Q on December 16, 2003 for its first 2004 quarterly with the Securities and Exchange Commission (the "SEC").  This Amendment is being filed because (1) the line addressing whether or not the registrant is an accelerated filer was omitted and (2) to revise Item 4(a) Controls and Procedures.  All other items remain unchanged from the previously filed Form 10-Q.

The Amendments are as follows:

(1)   Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).

(2)   Item 4.   Controls and Procedures

(a)   Evaluation of disclosure controls and procedures.

          The Company's chief executive officer and chief financial officer have concluded that the Company's disclosure controls and procedures (as defined in Exchange Act Rule 13a-14(c)) are sufficiently effective to ensure that the information required to be disclosed by the Company in the reports it files under the Exchange Act is gathered, analyzed and disclosed with adequate timeliness, accuracy and completeness, based on an evaluation of such controls and procedures conducted as of the end of the period covered by this quarterly report. 

SIGNATURE

       Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized:

		ECOLOGY AND ENVIRONMENT, INC.
Dated:  April 6, 2004		/s/  RONALD L. FRANK
		RONALD L. FRANK EXECUTIVE VICE PRESIDENT CHIEF FINANCIAL OFFICER (PRINCIPAL FINANCIAL ACCOUNTING OFFICER)