ECOLOGY & ENVIRONMENT INC
10-K, 1996-10-28
ENGINEERING SERVICES
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<PAGE>
                       SECURITIES & EXCHANGE COMMISSION
                           WASHINGTON, D.C.  20549

                            -----------------------
                                F O R M  10-K
                           -----------------------

[X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934     
     For the fiscal year ended July 31, 1996               
                                      or
[ ]  TRANSITION REPORT REQUIRED PURSUANT TO SECTION 13 OR 15(d) OF THE 
     SECURITIES EXCHANGE ACT OF 1934
     For the transition period from _______________ to ______________.

Commission file number    1-9065                               


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

           NEW YORK                                        16-0971022     
(State or other jurisdiction of              	       (I.R.S. Employer
 incorporation or organization)              	       Identification No.)

368 Pleasant View Drive, Lancaster, New York     14086   
(Address of principal executive offices)      (Zip Code)

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

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

     	  	    	      	   	  
     Title of Each Class             Name of Exchange on Which Registered 
     Class A Common Stock,           American Stock Exchange, Inc.
     par value $.01 per share

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 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.             Yes _X_   No ___

Exhibit Index on Page 43
<PAGE>

	  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.

	  	    	      	   	     	       	    	        X    


	  As of September 30, 1996, 2,130,872 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, 1996) of the Class A Common Stock 
held by nonaffiliates of the registrant was approximately $17,108,975.  As of 
the same date, 1,837,558 shares of the registrant's Class B Common Stock, $.01 
par value ("Class B Common Stock") were outstanding.



                     DOCUMENTS INCORPORATED BY REFERENCE


	  Portions of the Registrant's Registration Statement on Form S-1, as 
amended by Amendment Nos. 1 and 2 (Registration No. 33-11543) as well as 
portions of the Company's Form 10-K for Fiscal Years ending July 31, 1988, 
July 31, 1990 and July 31, 1994 are incorporated by reference in Part IV of 
this Form 10-K.


<PAGE>

                              TABLE OF CONTENTS

                                    INDEX


                                    PART I


	  	    	      	   	     	       	    	      	     
	  	    	      	   	     	       	    	     Page

Item 1.	  BUSINESS						       5

	  General						       5
	  START Contracts					       5
	  TAT Contract						       6
	  Hazardous Material Services				       6
	  Environmental Consulting Services			       7
	  Analytical Laboratory Services			       8
 	  Regulatory Background					       8
 	  Potential Liability and Insurance			      10
	  Market and Customers					      11
	  Backlog						      11
	  Competition						      11
	  Employees						      11
                                                         
Item 2.	  PROPERTIES						      12

Item 3.	  LEGAL PROCEEDINGS					      12

Item 4.	  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS	      12


                                   PART II

Item 5.	  MARKET FOR THE REGISTRANT'S COMMON EQUITY AND
	  RELATED STOCKHOLDER MATTERS				      12

Item 6.	  SELECTED CONSOLIDATED FINANCIAL DATA			      14
 
Item 7.	  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
	  CONDITION AND RESULTS OF OPERATIONS			      15

Item 8.	  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA		      17

Item 9.	  DISAGREEMENTS ON ACCOUNTING AND
	  FINANCIAL DISCLOSURES					      35



<PAGE>
                                   PART III

                                                                     Page
              
Item 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT	      35

Item 11.  EXECUTIVE COMPENSATION				      37

Item 12.  SECURITY OWNERSHIP OF CERTAIN
	  BENEFICIAL OWNERS					      39

	  SECURITY OWNERSHIP OF MANAGEMENT			      40

Item 13.  CERTAIN RELATIONSHIPS AND
	  RELATED TRANSACTIONS					      43


                                   PART IV

Item 14.  EXHIBITS, FINANCIAL STATEMENTS			      43
        




<PAGE>

                                    PART I

Item 1.  BUSINESS

General

     Ecology and Environment, Inc. ("EEI" or the "Company") is a broad based 
environmental consulting and testing firm whose underlying philosophy is to 
provide professional services worldwide so that sustainable economic and human 
development may proceed with minimum negative impact on the environment.  The 
Company offers a broad range of environmental consulting services including:  
environmental audits; environmental impact assessments; terrestrial, aquatic 
and marine surveys; air quality management and air toxics pollution control; 
environmental engineering; noise pollution evaluations; wastewater analyses; 
water pollution control; industrial hygiene and occupational health studies; 
archaeological and cultural resource studies; environmental infrastructure 
planning, air, water and groundwater monitoring and analytical laboratory 
services.

     EEI's services related to toxic, hazardous, nuclear and solid waste 
disposal management include: site investigations and evaluations, hazard and 
risk assessments, underground storage tank programs, remedial  engineering 
design and project management, oil and chemical spill emergency response and 
complete regulatory compliance management programs.  The Company also provides 
comprehensive services to manage the removal of asbestos from educational, 
institutional, governmental and commercial buildings.  Virtually all of EEI's 
services are available to clients, both industrial and governmental, 
worldwide.								      

     The Company employs over 75 separate disciplines embracing the physical, 
biological, social and health sciences.  The Company was incorporated in 
February, 1970.  Its principal offices are located at 368 Pleasant View Drive, 
Lancaster, New York and its telephone number is 716-684-8060.  

START Contracts

     In December 1995, the Environmental Protection Agency ("EPA") awarded the 
Company five (5) regional Superfund Technical Assessment and Response Teams 
("START") superfund contracts to provide technical expertise in support of its 
hazardous waste spill response, removal and prevention programs in the 
midwestern and western United States.  The Company is required to provide 
round the clock assistance to the EPA at spill sites within the midwestern and 
western United States and, in certain instances, may be required to respond to 
an emergency in other areas of the country.

     The START contracts are each level of effort and cost plus contracts.  
Tow (2) of the five (5) START contracts also contain award fee provisions.  
The EPA has estimated that a certain number of labor hours are necessary to 
fulfill the requirements of the contracts, and has agreed to compensate the 
Company for maintaining an available work force to fulfill those hour 
requirements.  All of the contracts contain a base fee amount.  In addition to 
the base amount, the contracts with award fee provisions pay an award amount.  
<PAGE>
The base amount is fixed in the contract and the award amount is determined by 
the EPA based upon its evaluation of the quality of the Company's services.

     The total contract value of the five (5) START contracts, if the EPA 
exercises all options within each of them, is $216 million.  The base value of 
the five (5) START contracts over five years is approximately $93.0 million.  
The Company, as of July 31, 1996, has realized total net revenues of 
approximately 9.8 million under these contracts.

     The START contracts each have a term of five (5) years.  However, they 
contain termination provisions under which the EPA may, without penalty, 
terminate the contract upon written notice to the Company.  In the event of 
termination, the Company would be paid only termination costs in accordance 
with the contract.

TAT Contract

     In August 1990, the EPA awarded the Company a Technical Assistance Team 
("TAT") contract to provide technical assistance teams to assist the EPA in 
responding to environmental emergencies caused by the release of oil, 
petroleum or other hazardous substances and in conducting spill prevention 
compliance inspections, process inspections and contingency planning and 
training.

     In December 1996, the final extension term of the TAT contract expired.  
The Company continued final administrative work under the contract's 
"continuity of services" option through July 31, 1996.  As of this date, the 
Company has realized total net revenues of $134.3 million under the TAT 
contract.  The Company will recognize minimal revenues under the contract's 
"continuity of services" option in fiscal year 1997.

Hazardous Material Services

     Introduction.  EEI has conducted hazardous waste site evaluations 
throughout the United States.  In conducting these site evaluations, the 
Company provides site investigation (e.g., geophysical surveys, monitoring 
well installation, and sample collection and analysis), engineering design, 
and operation and maintenance for a wide range of industrial and governmental 
clients.  In providing such services, the Company inventories and collects 
sample materials on site and then evaluates waste management practices, 
potential off-site impacts and liability concerns.  EEI then recommends and 
designs clean up programs and assists in the implementation and monitoring of 
those clean up programs.

     Field Investigation.  The Company's field investigation services 
primarily involve the development of work plans, health and safety plans and 
quality assurance and quality control plans to govern field investigations and 
conduct such field investigations to define the nature and extent of 
contaminants at a site.

     Engineering Services.  After field investigation services have been 
completed and the necessary approvals obtained, the Company's engineering 
specialists develop plans and specifications for remedial clean up activities.  
This work includes the development of methods and standard operating 
<PAGE>
procedures to assess contamination problems, and to identify, develop and 
design appropriate pollution control schemes.  Alternative clean up strategies 
are evaluated and conceptual engineering approaches are formulated.  The 
Company also provides supervision of actual cleanup or remedial construction 
work performed by other contractors.

Environmental Consulting Services

     The Company's staff includes various individuals with advanced degrees 
representing over 75 scientific and engineering disciplines which relate to 
the identification, quantification, analysis, and remediation of hazards to 
the environment.  The Company has rendered consulting services to industrial 
and government clients in the following areas:

     Hazard and Risk Analysis.  EEI has provided analyses of the hazards and 
risks of energy transportation to facility designers, contractors, and 
operators for over fifteen years.  The Company has developed a proprietary 
hazardous material exposure model which determines the impact of potential 
energy facility accidents on a plant and its employees, as well as on the 
people and property in the surrounding community.  EEI's hazard and risk 
analyses have considered such factors as the physics of brittle fractures, 
flammable vapor clouds, cryogenic liquid release and containment, thermal 
radiation effects, and replacement and rerouting strategies.  In addition, the 
Company provides risk analysis for hazardous and toxic material spills and 
releases as required under CERCLA and RCRA.  These analyses have evaluated 
human and ecological risks posed by contaminants in rural and urban settings, 
and coastal, riverain, wetland and upland environments throughout the United 
States.

     Underground Storage Tank Management.  The 1984 amendments to RCRA created 
special provisions for the regulation of underground storage tanks.  Extensive 
federal regulations were promulgated in late 1988 which include notification 
provisions, strict requirements for tank design and installation, leak 
detection and monitoring and financial responsibility.  The Company's staff 
includes various individuals experienced in hydrogeology, engineering and the 
evaluation of tank facilities for existing and potential leakage.  EEI's 
services also include analyzing the corrosive potential of underground tanks, 
monitoring adjacent ground water,  performing soil gas monitoring or other 
geophysical procedures requiring the use of drilling equipment, and 
establishing monitoring programs to verify the effectiveness of mitigative
programs and the status of properly functioning tanks.  EEI also designs tank 
removal, replacement and monitoring programs.

     Environmental Assessments.  In response to the requirements of NEPA and 
other state environmental laws, EEI has provided environmental evaluation 
services to both the government and the private sector for more than 22 years.  
As part of the environmental evaluation process, EEI assists clients in 
evaluating and developing methods to avoid or mitigate the potential 
environmental impacts of a proposed project and to help ensure that the 
project complies with regulatory requirements.  EEI's services include air and 
water quality analysis, terrestrial and aquatic biological surveys, threatened 
and endangered species surveys and wetland delineations, social economic 
studies, transportation analyses and land use planning.

<PAGE>
     Archeological Surveys.  The National Historic Preservation Act (1966), 
Executive Order 11593 (1971), and NEPA require that developers of certain 
projects requiring federal funding, licensing, or approval consider the 
potential adverse effects of their projects on cultural resources.  In 
accordance with these regulations, EEI's archaeologists conduct documentary 
background research and field investigations to determine the presence of 
cultural resources within proposed project areas and design plans to mitigate 
adverse impacts on the resources prior to project development.

     Emergency Spill Response Management.  The Company has developed a 
twenty-four hour emergency spill response subscription program for industrial 
clients.  This program generally consists of the development of a clean up 
plan and supervision of the clean up and disposal operations.  These functions 
are generally performed by dispatching a response team to the site.  The team 
is supported by personnel from the Company's corporate response center.  EEI's 
emergency preparedness and response programs are enhanced by the use of 
proprietary hazards exposure models.  The Company's analytical laboratory is 
used to assist in the chemical identification process.  

Analytical Laboratory Services

     The Company provides analytical testing services to industrial and 
government customers who require accurate measurements to identify  and 
monitor existing hazardous waste sites.  The laboratory analyzes waste, soil, 
sediment, air tissue and potable and non-potable water using state of the art 
computer controlled instrumentation.  EEI's laboratory is a participant in the 
EPA sponsored Contract Laboratory Program ("CLP").  CLP establishes methods 
and procedures under which analytical laboratory services associated with 
superfund and RCRA activities are to be performed.  The Company also is 
certified to perform environmental testing services for some branches of the 
U.S. military and a number of state agencies.

Regulatory Background

     The United States Congress and most State Legislatures have enacted a 
series of laws to prevent and correct environmental problems.  These laws and 
their implementing regulations help to create the demand for the 
multi-disciplinary consulting services offered by the Company.  The principal 
federal legislation and corresponding regulatory programs which affect the 
Company's business are as follows:

     THE COMPREHENSIVE ENVIRONMENTAL RESPONSE, COMPENSATION, AND LIABILITY ACT 
OF 1980, AS AMENDED ("CERCLA", "Superfund" or the "Superfund Act").  CERCLA is 
a remedial statute which generally authorizes the Federal government to order 
responsible parties to study and clean up inactive hazardous substance 
disposal sites, or, to itself undertake and fund such activities.  This 
legislation has four basic provisions:  (i) creation of an information 
gathering and analysis program; (ii) grant of federal authority to respond to 
emergencies associated with contamination by hazardous substances, and to 
clean up sites contaminated with hazardous substances; (iii) imposition of 
joint, several, and strict liability on persons connected with the treatment 
or disposal of hazardous substances which results in a release or threatened 
release into the environment; and (iv) creation of a Federally managed trust 
fund to pay for the clean up and restoration of sites contaminated with 
<PAGE>
hazardous substances when voluntary clean-up by responsible parties cannot be 
accomplished.  

     As of the date of this annual report, CERCLA program funding has been 
extended through July 31, 1997.  Reauthorization of the Superfund law has not 
occurred, however, because of a lack of consensus within Congress and between 
Congress and the President on numerous aspects of the legislation, including 
the extent of CERCLA program budget cuts, changes to the retroactive liability 
scheme and program funding mechanisms, clean up standards, mechanisms for 
allocation of potentially-responsible-party responsibility, and state 
authorization for cleanups.

     THE RESOURCE CONSERVATION AND RECOVERY ACT of 1976 ("RCRA").  RCRA 
generally provides "cradle to grave" coverage of hazardous wastes.  It seeks 
to achieve this goal by imposing performance, testing and record keeping 
requirements on persons who generate, transport, treat, store, or dispose of 
hazardous wastes.  The 1984 Hazardous Solid Waste Amendments ("HSWA") to RCRA 
have strengthened the regulation of treatment, storage, and disposal 
facilities, and increased the regulatory scope of RCRA to include small 
quantity waste generators, waste oil handlers, and underground storage tanks. 
RCRA has increased the demand for the Company's services from companies 
involved in the generation, transportation, storage and disposal of hazardous 
wastes.  Numerous regulatory changes in the RCRA corrective action program 
require RCRA regulated facilities to engage in detailed site characterization, 
corrective measures study and closure activity.  RCRA enforcement programs 
continue to evolve and require a variety of responses including such things as 
audit compliance, training and site remediation programs.

     TOXIC SUBSTANCE CONTROL ACT OF 1976 ("TSCA").  TSCA authorizes the EPA to 
gather information on the risks posed to public health and the environment by 
chemicals and to regulate the manufacture, use and disposal of chemical 
substances.  The 1986 amendments to TSCA and its implementing regulations 
require school systems to inspect their buildings for asbestos, determine 
where asbestos containing materials pose hazards to humans and abate those 
hazards.  Regarding PCBs specifically, amendments to TSCA regulations dated 
December 21, 1989 established comprehensive record keeping requirements for 
persons engaged in PCB transportation, storage and disposal activities.  The 
Company's principal work under TSCA involves field sampling, site 
reconnaissance, development of remedial programs and supervision of 
construction activities at sites involving PCB contamination.  The Company 
also conducts asbestos surveys and investigations.     

     THE NATIONAL ENVIRONMENTAL POLICY ACT ("NEPA").  NEPA generally requires 
that a detailed environmental impact statement ("EIS") be prepared for every 
major federal action significantly affecting the quality of the human 
environment.  With limited exceptions, all federal agencies are subject to 
NEPA.  A number of states have EIS requirements similar to NEPA.  The Company 
frequently engages in NEPA related projects (or state equivalent) for both 
public and private clients. 

     CLEAN AIR ACT.  In 1990, comprehensive changes were made to the Clean Air 
Act which has fundamentally redefined the regulation of air pollutants.  The 
Clean Air Act Amendments of 1990 have created a flurry of federal and state 
regulatory initiatives and industry responses which is requiring the 
<PAGE>
development of detailed inventories and risk management plans, as well as the 
acquisition of federally enforceable air permits.  Complementary changes have 
also been integrated into the RCRA Boilers and Industrial Furnace (BIF) 
regulatory programs calling for upgraded air emission controls, more rigorous 
permit conditions and the acquisition of permits and/or significant permit 
modifications.  These regulatory actions are likely to stimulate new demand 
for the Company's air related services in both the public and private sector.

     Other.  The Company's operations are also influenced by other federal and 
state laws protecting the environment:  e.g. the Clean Water Act, the Atomic 
Energy Act, the Oil Pollution Act of 1990, the Safe Drinking Water Act and 
comparable state statutory and regulatory programs.  Related laws such as the 
Occupational Safety and Health Act, which regulates exposures of employees to 
toxic chemicals and other physical agents in the workplace, also have a 
significant impact on EEI operations.  An example is the process safety 
regulation issued by the Occupational Safety and Health Administration (OSHA) 
which requires safety and hazard analysis and accidental release contingency 
planning activity to be performed if certain chemicals are used in the work 
place.

Potential Liability and Insurance

     The Company's contracts with the EPA require it to maintain certain 
insurance, including comprehensive general liability insurance for bodily 
injury, death or loss of or damage to property.  In addition, many of the 
Company's other contracts require the Company to indemnify its clients for 
claims, damages or losses for personal injury or property damage relating to 
the Company's negligent performance of its duties unless such injury or damage 
is the result of the client's negligence or willful acts.  Currently, the 
Company is able to provide insurance coverage to meet the requirements of its 
contracts, however, certain pollution exclusions apply.  Since February 1990, 
the Company has been able to purchase an errors and omissions insurance policy 
that covers its asbestos and environmental consulting services, including 
legal liability for pollution conditions resulting therefrom.  The policy is a 
claims made policy, with limits of $10.0 million for each claim and $10.0 
million in the aggregate with a $500,000 deductible for contracts entered into 
subsequent to November, 1994; for contracts entered into between February, 
1990 and November, 1994, the limits are $2.0 million for each claim and $2 
million in the aggregate with a $250,000 deductible.  The Company's general 
liability insurance policy provides coverage in the amount of $2.0 million per 
occurrence and $3.0 million in the aggregate; an excess liability policy of 
$10.0 million is also maintained with respect to its general liability 
coverage.  In addition, EEI has a special endorsement to its general liability 
insurance policy up to $1.0 million for damages to third parties for bodily 
injury or property damage resulting from sudden or accidental releases.  Where 
possible, the Company requires that its clients cross-indemnify it for 
asserted claims.  There can be no assurance, however, that any such agreement, 
together with the Company's general liability insurance and errors and 
omissions coverage will be sufficient to protect the Company against any 
asserted claim.

<PAGE>
Market and Customers

     A substantial portion of the Company's revenues are currently derived 
from the federal government under Superfund-related activities, including the 
EPA, U.S. Department of Defense and U.S. Department of Energy  contracts.  The 
balance of the Company's revenues originate from state and local governments, 
domestic industrial clients, and private and governmental international 
clients.

Backlog

     The Company's firm backlog of uncompleted projects and maximum potential 
gross revenues from indefinite quantity task order contracts, at July 31, 1996 
and 1995 were as follows:
     									     
                                                  (Millions of $)
                                         Fiscal Year            Fiscal Year
     	  	    	      	        Ended 7/31/96          Ended 7/31/95

Total Firm Backlog                         111.8                   26.6

Anticipated Completion of Firm
  Backlog in Next Twelve Months             48.0                   23.7

Maximum Potential Gross Revenues
  from Task Order Contracts   	   	   356.0                  244.0

     The above figures include $120 million of potential revenue backlog 
attributable to the options under the START contracts.  This backlog includes 
a substantial amount of work to be performed under contracts which contain 
termination provisions under which the contract can be terminated without 
penalty upon written notice to the Company.  The likelihood of obtaining the 
full value of the task order contracts cannot be determined at this time.

Competition

     EEI is subject to competition with respect to each of the services that 
it provides.  No entity, including the Company, currently dominates the 
environmental services industry and the Company does not believe that one 
organization has the capability to serve the entire market.  Some of its 
competitors are larger and have greater financial resources than the Company 
while others may be more specialized in certain areas.  EEI competes primarily 
on the basis of its reputation, quality of service, expertise, and price.

Employees

     As of July 31, 1996, the Company had over 700 employees.  The Company's 
ability to remain competitive will depend largely upon its ability to recruit 
and retain qualified personnel.  None of the Company's employees is 
represented by a labor organization and employee relations are good.

<PAGE>
Item 2.	 PROPERTIES

     The Company's headquarters (60,000 square feet) is located in Lancaster, 
New York, a suburb of Buffalo.  The Company's laboratory and warehouse 
facility in Lancaster, New York consists of two buildings' totaling 
approximately 50,000 square feet.  The Company also leases office and storage 
facilities at twenty (20) regional offices, with terms which generally 
coincide with the duration of the Company's contracts in those areas.

Item 3.	 LEGAL PROCEEDINGS

     None.

Item 4.	 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

     None.


                                   PART II


Item 5.	 MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED		      
     	 STOCKHOLDER MATTERS

     (a) Principal Market or Markets.  The Company's Class A Common Stock is 
traded on the American Stock Exchange.  There is no separate market for the 
Company's Class B Common Stock.

     	 The following table represents the range of high and low prices of 
the Company's Class A Common Stock as reported by the American Stock Exchange 
for the periods indicated.  

Fiscal 1995					      High         Low  

     First Quarter
     (commencing August 1, 1994 -		     11-1/8	  9-3/4
     October 29, 1994)

     Second Quarter
     (commencing October 30, 1994 -		     10-1/4	  8-3/4
      January 28, 1995)

     Third Quarter
     (commencing January 29, 1995 -		      9-5/8	  7-3/4
      April 29, 1995)

     Fourth Quarter
     (commencing April, 30, 1995		      9-3/8	  7-7/8
      July 31, 1995)


<PAGE>
     Fiscal 1996				      High  	   Low 

     First Quarter
     (commencing August 1, 1995 -		     8-13/16	  7-3/8
      October 28, 1995)

     Second Quarter
     (commencing October 29, 1995 -		     9-1/8	  7-1/8
      January 27, 1996)

     Third Quarter
     (commencing January 28, 1996 -		     8-5/8	  7-1/2
      April 27, 1996)

     Fourth Quarter
     (commencing April 28, 1996 -		     8-5/8	  7-5/8
      July 31, 1996)


     (b) Approximate Number of Holders of Class A Common Stock.  As of 
September 30, 1996, 2,130,872 shares of the Company's Class A Common Stock 
were outstanding and the number of holders of record of the Company's Class A 
Common Stock at that date was 495.  The Company estimates that it has a 
significantly greater number of Class A Common Stock shareholders because a 
substantial number of the Company's shares are held in street name.  As of the 
same date, there were 1,837,558 shares of the Company's Class B Common Stock 
outstanding and the number of holders of record of the Class B Common Stock at 
that date was 75.

     (c) Dividend.  In each of the fiscal years ended July 31, 1995 and 1996, 
the Company declared cash dividends of $.32 per share of common stock.  The 
amount, if any, of future dividends remains within the discretion of the 
Company's Board of Directors and will depend upon the Company' s future 
earnings, financial condition and requirements and other factors as determined 
by the Board of Directors.

     In July 1994, the Company's board of directors declared a 5% stock 
dividend to both Class A and Class B shareholders of record as of August l, 
1994 to be distributed on or before August 30, 1994.  All financial data 
included in this annual report with respect to net income per common share, 
weighted average common shares outstanding, stock prices and stock options 
have been restated to reflect the impact of the declaration of the 5% stock 
dividend.

     The Company's Certificate of Incorporation provides that any cash or 
property dividend paid on Class A Common Stock must be at least equal to the 
cash or property dividend paid on Class B Common Stock on a per share basis.


<PAGE>

Item 6.  SELECTED CONSOLIDATED FINANCIAL DATA

                                             Year Ended July 31,
                          1996        1995        1994        1993      1992  
                              (In thousands, except per share amounts)
Operating data:
 Gross revenues . . . .  $69,823     $91,512	 $99,559     $88,747   $89,958

 Net Revenues . . . . .	 $61,569     $77,715	 $86,334     $76,872   $78,402
   
 Income from operations	 $ 1,511     $ 2,974	 $ 7,256     $ 7,263   $ 6,932
 
 Income before income
 taxes  . . . . . . . .	 $ 2,087     $ 3,552	 $ 7,645     $ 7,697   $ 7,464
  
Net income before
cumulative effect of
accounting change . . .	 $ 1,160     $ 2,154	 $ 4,670     $ 4,655   $ 4,477
  
Cumulative effect of
accounting change . . .	 $     -     $     -	 $ (118)     $     -   $     -

Net Income . . . . . .	 $ 1,160     $ 2,154	 $ 4,552     $ 4,655   $ 4,477
  
Net income before
cumulative effect of
accounting change
per common share . . .	 $   .29     $   .52	 $  1.13     $  1.13   $  1.08
  
Cumulative effect of
accounting change per
common share . . . . .	 $     -     $     -	 $ (.03)     $     -   $     -

Net income per
common share . . . . .	 $   .29     $   .52	 $  1.10     $  1.13   $  1.08

Cash dividends declared
per common share . . .	 $   .32     $   .32	 $   .29     $   .25   $   .22

Weighted average common 
shares outstanding . . 4,039,369   4,136,929   4,138,121   4,135,462 4,132,667
  
 			       	             As of July 31,
                          1996        1995        1994        1993      1992  
      			       	            (In thousands)
Balance sheet data:
 Working capital. . .	 $31,993     $32,662	 $32,061     $33,207   $29,364

 Total assets . . . .	 $55,575     $59,476	 $62,157     $56,042   $50,815
            
 Long-term debt . . .	 $   695     $   782	 $ 1,345     $   692   $   742
			       	            
 Shareholders' equity	 $45,468     $46,907	 $46,158     $42,781   $39,098
  
 Book value per share    $ 11.26     $ 11.34     $ 11.15     $ 10.35   $  9.46
<PAGE>
Item 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND 
         RESULTS OF OPERATIONS

Financial Condition

     As of July 31, 1996, the Company's working capital balance was $32.0 
million as compared to $32.7 million at July 31, 1995.  Cash and cash 
equivalents decreased $1.6 million mainly due to financing and investing 
activities.  Net contracts receivable decreased $1.2 million and other accrued 
liabilities decreased $.7 million primarily attributable to the decrease in 
the Company's allowance for contract adjustments account as the Company 
settled its federal government cost disallowance audits for fiscal years 1987 
through 1989.  Net contracts receivable also decreased due to the decline in 
revenues.  Accounts payable declined $1.4 million principally as a result of a 
decrease in subcontractor costs.  In June 1995 the Board of Directors 
authorized the Company to repurchase up to 200,000 shares of its Class A 
common stock on the open market.  As of September 30, 1996, 175,300 shares had 
been repurchased.

     The Company maintains an unsecured line of credit of $10.0 million with a 
bank at the prevailing prime rate.  There are no borrowings outstanding under 
this line of credit at July 31, 1996 and none were required during fiscal year 
1996.  The Company has financed its activities through cash flows from 
operations.  Internally generated funds have been adequate to support demands 
for working capital, the purchase of new fixed assets and the payment of 
dividends.  There are no significant working capital requirements pending at 
July 31, 1996.  The Company's existing cash along with that generated by 
future operations and the existing credit line is expected to be sufficient to 
meet the Company's needs for the foreseeable future.

Results of Operations

Net Revenues

     Net revenues for fiscal year 1996 were $61.6 million, down 21% from the 
$77.7 million reported in fiscal year 1995.  The decrease in net revenues for 
fiscal year 1996 was due to the federal government budget impasse which began 
during the second quarter and affected the entire year.  In the second quarter 
of fiscal year 1996, the Company was awarded five (5) regional United States 
Environmental Protection Agency (EPA) superfund contracts worth up to $216 
million if the EPA were to exercise all contract options.  However, due to the 
budget crisis, the EPA had limited funding to exercise options during the 1996 
fiscal year.  As of July 31, 1996, the EPA had exercised ten (10) contract 
options and backlog was approximately $200 million.  The budget impasse also 
affected the availability of funding for environmental programs.  This 
resulted in a slowdown in work received by the Company from its sizable 
backlog of existing task order contracts.  In addition, private sector sales 
continue to be affected by uncertainties created by proposed federal 
legislation that would ease environmental regulations and enforcement.

      In fiscal year 1996 the Company realized increased net revenues from its 
international clients as compared to the previous year.  Fiscal year 1996 net 
revenues from contracts in Venezuela, Israel, China and other non-domestic 
sources increased over like net revenues in fiscal year 1995.  Although these 
revenues are currently less than 10% of the net revenues, the Company expects 
<PAGE>
the contribution from the international sector to continue to increase in the 
future.  Also, during fiscal year 1996, the Company settled its cost 
disallowance audits with the federal government covering fiscal years 
1987-1989.  The settlement of these audits resulted in a favorable impact to 
net revenues of approximately $530,000 ($130,000 in the third quarter and 
$400,000 in the fourth quarter).

     Net revenues for fiscal year 1995 were $77.7 million, down 10% from the 
$86.3 million recorded in fiscal year 1994.  The decrease in net revenues in 
fiscal year 1995 was due to lower private sector sales, declines in work 
orders with the U.S. Department of Defense ("DOD") and the U.S. Department of 
Energy ("DOE") and lower sales derived from contracts with various state 
agencies.

Income Before Income Taxes

     The Company's income before income taxes for fiscal year 1996 was $2.1 
million as compared to $3.6 million recorded in the prior year.  This decrease 
was due primarily to the aforementioned decrease in net revenues resulting 
from the federal government budget impasse.  The Company's fourth quarter 
partial settlement of the termination of its Defined Benefit pension plan also 
contributed to the decline in earnings.  The termination and partial 
settlement of this plan resulted in the Company recognizing $1.1 million in 
pension expense in fiscal year 1996, including an $810,000 shortfall in 
funding during the fourth quarter which was required as a direct result of the 
termination of the plan.  Also, in accordance with Statement of Financial 
Accounting Standards No. 52, "Foreign Currency Translation" (SFAS) No. 52, the 
Company recognized a third quarter foreign exchange loss of approximately 
$123,000 relating to its Venezuelan subsidiary.  The Company was required to 
record this loss under SFAS No. 52 due to the highly inflationary economy in 
Venezuela. 

     The Company's continued efforts to streamline the organization resulted 
in decreased indirect operating costs of approximately $5.0 million in fiscal 
year 1996 as compared to the previous year.  Despite lower revenues and the 
one-time pension charge, the Company's success in reducing operating costs and 
the settlement of the cost disallowance audits resulted in increased earnings 
for the fourth quarter of the 1996 fiscal year as compared to the same period 
of fiscal year 1995.

     Income before income taxes for fiscal year 1995 was $3.6 million, down 
from the $7.6 million recorded in fiscal year 1994.  This decrease was 
primarily the result of lower net revenues and the Company's increased 
proposed costs in fiscal year 1995 associated with the various EPA contracts.

Income Taxes

      The effective income tax rate for fiscal year 1996 was 44.4% as compared 
to 39.4% for fiscal year 1995.  The increase in the effective rate is 
primarily due to foreign income taxes and nondeductible expenditures.  
Differences from the federal statutory rate consist primarily of provisions 
for state income taxes net of the federal tax benefit.

<PAGE>
     During the first quarter of fiscal year 1994, the Company adopted SFAS 
No. 109 which relates to the accounting for income taxes.  Consequently, net 
income was adversely affected by approximately $.03 per share.  This was a 
one-time adjustment for the adoption which has no further impact on the tax 
provisions for the Company.

Recently Issued Accounting Standards Not Yet Adopted

     In the first quarter of fiscal year 1997, SFAS No. 123, "Accounting for 
Stock-Based Compensation", will become effective for the company.  SFAS No. 
123 establishes a fair value based method of accounting for stock based 
compensation plans and encourages, but does not require, entities to adopt 
that method of accounting for all arrangements under which employees receive 
shares of stock or other equity instruments of the employer or the employer 
incurs liabilities to employees in amounts based on the price of the stock.  
However, SFAS No. 123 allows entities to continue to measure compensation cost 
for employee stock options or similar equity instruments using the method 
prescribed by Accounting Principles Board Opinion (APBO) No. 25, "Accounting 
for Stock Issued to Employees."  The Company has elected to continue measuring 
compensation cost for employee stock compensation arrangements in accordance 
with the provisions of APBO No. 25.  Accordingly, SFAS No. 123 will have no 
impact on the Company's results of operations in fiscal year 1997. 

Item 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

                      Report of Independent Accountants

To the Board of Directors
and Shareholders of
Ecology and Environment, Inc.

In our opinion, the consolidated financial statements listed in the index 
appearing under item 14(a)1. and 2. on this Form 10-K present fairly, in all 
material respects, the financial position of Ecology and Environment, Inc. and 
its subsidiaries at July 31, 1996 and 1995, and the results of their 
operations and their cash flows for each of the three years in the period 
ended July 31, 1996, in conformity with generally accepted accounting 
principles.  These financial statements are the responsibility of the 
Company's management; our responsibility is to express an opinion on these 
financial statements based on our audits.  We conducted our audits of these 
statements in accordance with generally accepted auditing standards which 
require that we plan and perform the audit to obtain reasonable assurance 
about whether the financial statements are free of material misstatement.  An 
audit includes examining, on a test basis, evidence supporting the amounts and 
disclosures in the financial statements, assessing the accounting principles 
used and significant estimates made by management, and evaluating the overall 
financial statement presentation.  We believe that our audits provide a 
reasonable basis for the opinion expressed above.

As discussed in Note 2 to the consolidated financial statements, the Company 
changed its method of accounting for income taxes as of August 1, 1993.

PRICE WATERHOUSE LLP
Buffalo, New York
October 2, 1996
<PAGE>
                            ECOLOGY AND ENVIRONMENT, INC.
                             CONSOLIDATED BALANCE SHEET
<TABLE>
<CAPTION>
                                                              July 31,
                                                              --------
                                                         1996          1995
                                                     ------------- -------------
<S>                                                   <C>            <C>
Assets
- -------         
Current assets:
  Cash and cash equivalents                            $8,080,524    $9,658,139
  Investment securities available for sale              6,502,804     6,271,982
  Contract receivables, net                            23,696,036    24,855,471
  Other current assets                                  3,126,539     3,663,079
                                                     ------------- -------------
         Total current assets                          41,405,903    44,448,671

  Property, building and equipment, net                13,473,227    14,314,301
  Other assets                                            695,890       712,560
                                                     ------------- -------------
         Total assets                                 $55,575,020   $59,475,532
                                                     ============= =============
Liabilities and Shareholders' Equity
- ------------------------------------
Current liabilities:
  Accounts payable                                     $3,134,862    $4,490,083
  Accrued payroll costs                                 4,120,264     4,428,199
  Other accrued liabilities                             2,157,556     2,868,431
                                                     ------------- -------------
         Total current liabilities                      9,412,682    11,786,713

Long-term debt                                            694,791       782,291

Shareholders' equity
 Preferred stock, par value $.01 per share;
    authorized - 2,000,000 shares; no shares
    issued                                                  ---           ---
 Class A common stock, par value $.01 per
    share; authorized - 6,000,000 shares;
    issued - 2,304,747 and 2,280,176 shares                23,047        22,801
 Class B common stock, par value $.01 per
    share; authorized - 10,000,000 shares;
    issued - 1,865,242 and 1,884,575 shares                18,652        18,846
 Capital in excess of par value                        17,591,436    17,562,587
 Retained earnings                                     29,332,352    29,491,719
 Treasury stock - Class A common, 169,000 and
    16,300 shares; Class B common, 26,259
    shares in 1996 and 1995, at cost                   (1,497,940)     (189,425)
                                                     ------------- -------------
         Total shareholders' equity                    45,467,547    46,906,528
                                                     ------------- -------------
         Total liabilities and shareholders' equity   $55,575,020   $59,475,532
                                                     ============= =============

The accompanying notes are an integral part of these financial statements.
</TABLE>
<PAGE>
                               ECOLOGY & ENVIRONMENT, INC.
                            CONSOLIDATED STATEMENT OF INCOME
<TABLE>
<CAPTION>
                                                     Year ended July 31,
                                                     -------------------
                                               1996         1995         1994
                                           ------------ ------------  ------------
<S>                                        <C>          <C>           <C>        
 Gross revenues                            $69,822,996  $91,512,204   $99,559,024
 Less: direct subcontract costs              8,254,471   13,796,706    13,225,382
                                           ------------ ------------  ------------
 Net revenues                               61,568,525   77,715,498    86,333,642
                                           ------------ ------------  ------------
 Operating costs and expenses:
  Cost of professional services
    and other direct operating
    expenses                                33,846,706   43,326,432    47,650,102
  Administrative and indirect
    operating expenses                      15,751,749   19,034,727    20,067,218
  Marketing and related costs                8,724,445   10,399,590     9,443,214
  Depreciation                               1,734,442    1,980,697     1,916,617
                                           ------------ ------------  ------------
                                            60,057,342   74,741,446    79,077,151
                                           ------------ ------------  ------------
Income from operations                       1,511,183    2,974,052     7,256,491
Interest expense                                70,445      104,421        71,465
Interest income                                769,617      682,175       459,552
Net foreign exchange loss                      123,506       ---           ---
                                           ------------ ------------  ------------
Income before income taxes                   2,086,849    3,551,806     7,644,578
                                           ------------ ------------  ------------
Income tax provision (benefit):
   Federal                                     624,766      807,958     2,469,367
   State                                       128,806      217,588       593,320
   Deferred                                    173,070      372,416       (87,447)
                                           ------------ ------------  ------------
                                               926,642    1,397,962     2,975,240
                                           ------------ ------------  ------------
Net income before cumulative effect of
   accounting change                         1,160,207    2,153,844     4,669,338

Cumulative effect of accounting change           ---          ---        (117,690)
                                           ------------ ------------  ------------
Net income                                  $1,160,207   $2,153,844    $4,551,648
                                           ============ ============  ============
Net income before cumulative effect of
   accounting change per common share            $0.29        $0.52         $1.13

Cumulative effect of accounting 
   change per common share                         ---         ---          (0.03)
                                                  -----       -----         -----
Net income per common share                      $0.29        $0.52         $1.10
                                                  =====       =====         =====

Weighted average common shares outstanding   4,039,369    4,136,929     4,138,121
                                           ============ ============  ============
The accompanying notes are an integral part of these financial statements.
</TABLE>
<TABLE>
<CAPTION>
                                                   ECOLOGY AND ENVIRONMENT, INC.
                            CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS EQUITY


                                       Class A                   Class B         Capital in
                                       -------                   -------         ----------
                                     Common stock              Common stock      excess of      Retained          Treasury stock
                                     ------------              ------------      ---------      --------          --------------
                                  Shares       Amount       Shares     Amount    par value      earnings       Shares       Amount
                                  ------       ------       ------     ------    ---------      --------       ------     ---------
<S>                             <C>           <C>         <C>         <C>       <C>            <C>             <C>        <C>
Balance at July 31, 1993        2,133,785     $21,338     1,828,995   $18,289   $15,318,697    $27,451,224     23,829     ($28,470)
     
Net income - 1994                   ---         ---           ---       ---         ---         $4,551,648       ---        ---
Cash dividends paid ($.29 per
  share)                            ---         ---           ---       ---         ---         (1,141,447)      ---        ---
Conversion of Class B common
  stock to Class A common stock    20,125        $201       (20,125)    ($201)      ---            ---           ---        ---
Repurchase of Class B common stock  ---         ---           ---       ---         ---            ---          1,180     ($19,470)
Issuance of stock under
  incentive stock option plan       3,795          38         ---       ---         $39,474        ---           ---        ---
5% stock dividend distributed
  on August 30, 1994              107,885       1,078        90,291       904     2,204,416     (2,206,399)     1,250       ---
Unrealized investment loss, net     ---         ---           ---        ---         ---           (52,965)      ---        ---
                                ----------    --------    ----------  --------  ------------   ------------    -------    ---------
Balance at July 31, 1994        2,265,590     $22,655     1,899,161   $18,992   $17,562,587    $28,602,061     26,259     ($47,940)
                                ==========    ========    ==========  ========  ============   ============    =======    =========
     
Net income - 1995                   ---         ---           ---       ---         ---         $2,153,844       ---        ---
Cash dividends paid ($.32 per
  share)                            ---         ---           ---       ---         ---         (1,324,317)      ---        ---
Conversion of Class B common
  stock to Class A common stock    14,586        $146       (14,586)    ($146)      ---            ---           ---        ---
Repurchase of Class A common stock  ---         ---           ---       ---         ---            ---         16,300    ($141,485)
Unrealized investment gain, net     ---         ---           ---       ---         ---             60,131       ---        ---
                                ----------    --------    ----------  --------  ------------   ------------    -------    ---------
Balance at July 31, 1995        2,280,176     $22,801     1,884,575   $18,846   $17,562,587    $29,491,719     42,559    ($189,425)
                                ==========    ========    ==========  ========  ============   ============    =======    =========
     
Net income - 1996                   ---         ---           ---       ---         ---         $1,160,207       ---        ---
Cash dividends paid ($.32 per
  share)                            ---         ---           ---       ---         ---         (1,296,926)      ---        ---
Conversion of Class B common
  stock to Class A common stock    19,333        $194       (19,333)    ($194)      ---            ---           ---        ---
Repurchase of Class A common stock  ---         ---           ---       ---         ---            ---        152,700  ($1,308,515)
Issuance of stock under
  incentive stock option plan       5,238          52         ---       ---         $28,849        ---           ---        ---
Unrealized investment loss, net     ---         ---           ---       ---         ---            (22,648)      ---        ---
                                ----------    --------    ----------  --------  ------------   ------------    -------   ----------
Balance at July 31, 1996         2,304,747    $23,047     1,865,242   $18,652   $17,591,436    $29,332,352    195,259  ($1,497,940)
                                ==========    ========    ==========  ========  ============   ============   =======   ===========
     
The accompanying notes are an integral part of these financial statements.
</TABLE>
<PAGE>
                              ECOLOGY AND ENVIRONMENT, INC.
                          CONSOLIDATED STATEMENT OF CASH FLOWS
<TABLE>
<CAPTION>
                                                                  Year ended July 31,
                                                                  -------------------

                                                           1996          1995          1994
                                                           ----          ----          ----
<S>                                                      <C>           <C>           <C>   
Cash flows from operating activities:
   Net income                                            $1,160,207    $2,153,844    $4,551,648
   Adjustments to reconcile net income to net cash
      provided by operating activities:
     Depreciation                                         1,734,442     1,980,697     1,916,617
     (Gain) loss on sale of assets                            5,739       (56,525)       ---
     (Gain) loss on sale of investment securities            (1,534)      (13,145)          182
     Net foreign exchange loss                              123,506        ---           ---
     (Benefit) Provision for contract adjustments          (137,589)      (32,511)      804,908
     (Increase) decrease in:
       - contracts receivable                             1,165,608    10,718,923    (8,803,549)
       - other current assets                               545,643       (85,615)      (18,427)
     Increase (decrease) in:
       - accounts payable                                (1,355,221)     (915,477)      963,767
       - accrued payroll costs                             (307,935)   (1,079,038)      773,210
       - other accrued liabilities                         (685,856)     (701,882)      139,843
       - income taxes payable                                ---         (170,776)      170,776
     Other, net                                               9,991       (46,722)       67,350
                                                       ------------- ------------- -------------
   Net cash provided by operating activities              2,257,001    11,751,773       566,325
                                                       ------------- ------------- -------------
Cash flows provided by (used in) investing activities:
   Purchase of property, building and equipment, net       (915,270)   (1,643,279)   (6,860,128)
   Proceeds from sale of assets                              12,597       218,222        ---
   Purchase of investment securities                     (2,438,326)   (4,334,164)     (196,248)
   Proceeds from maturity of investment securities        1,600,000        ---           ---
   Proceeds from sale of investment securities              570,423     1,303,468        49,442
   Investment in China joint venture                         ---           ---         (300,000)
                                                       ------------- ------------- -------------
   Net cash used in investing activities                 (1,170,576)   (4,455,753)   (7,306,934)
                                                       ------------- ------------- -------------
Cash flows provided by (used in) financing activities:

   Dividends paid                                        (1,296,926)   (1,324,317)   (1,141,447)
   Proceeds from issuance of long-term debt                  ---           ---          750,000
   Repayment of long-term debt                              (87,500)     (562,501)      (59,375)
   Issuance of common stock                                  28,901        ---           39,512
   Repurchase of common stock                            (1,308,515)     (141,485)      (19,470)
                                                       ------------- ------------- -------------
   Net cash used in financing activities                 (2,664,040)   (2,028,303)     (430,780)
                                                       ------------- ------------- -------------
Net increase (decrease) in cash and cash equivalents     (1,577,615)    5,267,717    (7,171,389)
Cash and cash equivalents at beginning of year            9,658,139     4,390,422    11,561,811
                                                       ------------- ------------- -------------
Cash and cash equivalents at end of year                 $8,080,524    $9,658,139    $4,390,422
                                                       ============= ============= =============
The accompanying notes are an integral part of these financial statements.
</TABLE>
<PAGE>
                         ECOLOGY AND ENVIRONMENT, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


1.  Description of business

    Ecology and Environment, Inc. (the Company) is an environmental consulting 
    and testing firm whose underlying philosophy is to provide a broad range 
    of environmental consulting services worldwide so that sustainable 
    economic and human development may proceed with minimum negative impact on 
    the environment.  These services include environmental audits and impact 
    assessments, hazardous material site evaluations and response programs 
    water and groundwater monitoring, laboratory analyses, environmental 
    infrastruction planning and many other projects provided by the Company's 
    multidisciplinary professional staff.  Gross revenues reflected in the 
    Company's consolidated statement of income represent services rendered for 
    which the Company maintains a primary contractual relationship with its 
    customers.  Included in gross revenues are certain services outside the 
    Company's normal operations which the Company has elected to subcontract 
    to other contractors.  The costs relative to such subcontract services are 
    deducted from gross revenues to derive net revenues.

    During fiscal years ended July 31, 1996, 1995 and 1994, the percentage of 
    total net revenues derived from contracts exclusively with the United 
    States Environmental Protection Agency (EPA) were 48%, 47% and 40%, 
    respectively.  The Company's Technical Assistance Teams (TAT) and 
    Superfund Technical Assessment and Response Team (START) contracts 
    accounted for the majority of the EPA net revenue.  The percentage of net 
    revenues derived from contracts with the United States Department of 
    Defense (DOD) were 20%, 17% and 18% for fiscal years ended July 31, 1996, 
    1995 and 1994, respectively.

2.  Summary of significant accounting principles

    a.  Consolidation

        The consolidated financial statements include the accounts of the 
        Company and its wholly-owned subsidiaries.  Also reflected in the 
        financial statements are the Company's 66-2/3% ownership in the assets 
        of a nonoperating subsidiary, Ecology and Environment of Saudi Arabia 
        Ltd. (EESAL) and a 50% ownership in the operating joint venture, 
        Beijing Yi Yi Ecology and Engineering Co. Ltd. which are being 
        accounted for under the equity method.  All significant intercompany 
        transactions and balances have been eliminated.  Certain amounts in 
        the prior years' consolidated financial statements and notes have been 
        reclassified to conform with the current year presentation.

     b.	Use of estimates

     	The preparation of financial statements in conformity with generally 
        accepted accounting principles requires management to make estimates 
        and assumptions that affect the reported amounts of assets and 
        liabilities and disclosures of contingent assets and liabilities at 
        the date of the financial statements and the reported amounts of
<PAGE>
     	revenues and expenses during the reporting period.  Actual results 
        could differ from those estimates.

    c.  Revenue recognition

        Substantial amounts of the Company's revenues are derived from 
        cost-plus-fee contracts and are recognized on the basis of costs 
        incurred during the period, plus the fee earned.  The fees under 
        certain government contracts are determined in accordance with 
        performance incentive provisions.  Such awards are recognized at the 
        time the amounts can be reasonably determined. Provisions for 
        estimated contract adjustments relating to cost based contracts have 
        been deducted from gross revenues in the accompanying consolidated 
        statement of income.  Such adjustments typically arise as a result of 
        interpretations of cost allowability under cost based contracts.

        Revenues related to long-term government contracts are subject to 
        audit by an agency of the United States government.  Government audits 
        have been completed through fiscal year 1989 and are currently in 
        process for fiscal years 1990 through 1992.  The majority of the 
        balance in the allowance for contract adjustments accounts represent a 
        reserve against possible adjustments for fiscal years 1990 through 
        1996.

    d.  Investment securities

        Investment securities have been classified as available for sale and 
        are stated at estimated fair value. Unrealized gains or losses related 
        to investment securities available for sale are reflected in retained 
        earnings, net of applicable income taxes in the consolidated balance 
        sheet and statement of changes in shareholders' equity.  Realized 
        gains and losses on the sale of investment securities are determined 
        using the specific identification method.  

    e.  Property, building and equipment, depreciation and amortization

        Property, building and equipment are stated at cost.  Office furniture 
        and all equipment are depreciated on the straight-line method for book 
        purposes, excluding computer equipment which is depreciated on the 
        accelerated method for book purposes, and on accelerated methods for 
        tax purposes over the estimated useful lives of the assets (three to 
        seven years).  The headquarters building is depreciated on the 
        straight line method for both book and tax purposes over an estimated 
        useful life of 32 years.  Its components are depreciated over their 
        estimated useful lives ranging from 7 to 15 years.  The analytical 
        services center building and warehouse is depreciated on the straight 
        line method over an estimated useful life of 40 years for both book 
        and tax purposes.  Leasehold improvements are amortized for book 
        purposes over the terms of the leases or the estimated useful lives of 
        the assets, whichever is shorter, and over approximately 30 years for 
        tax purposes.  Expenditures for maintenance and repairs are charged to 
        expense as incurred.  Expenditures for improvements are capitalized.
<PAGE>
     	When property or equipment is retired or sold, any gain or loss on the 
        transaction is reflected in the current year's earnings. 

    f.	Fair value of financial instruments

     	The carrying amount of cash and cash equivalents, contracts receivable 
        and accounts payable at July 31, 1996 approximates fair value because 
        of the short maturity of those instruments.  The amortized cost and 
        estimated fair value of investment securities available for sale are 
        fully described in Note 4.  Long-term debt consists of third party 
        borrowings by the Company.  Based on the Company's assessment of the 
        current financial market and corresponding risks associated with the 
        debt, management believes that the carrying amount of long-term debt 
        at July 31, 1996 approximates fair value.

     g.	Translation of foreign currencies

     	The financial statements of foreign subsidiaries where the local 
        currency is the functional currency are translated into U.S. dollars 
        using exchange rates in effect at period end for assets and 
        liabilities and average exchange rates during each reporting period 
        for results of operations.  Adjustments resulting from translation of 
        financial statements did not materially impact the financial 
        statements for fiscal years 1996, 1995 and 1994.

     	The financial statements of foreign subsidiaries located in highly 
        inflationary economies are remeasured as if the functional currency 
        were the U.S. dollar.  The remeasurement of local currencies into U.S. 
        dollars creates translation adjustments which are included in net 
        income and amounted to $123,506 in fiscal year 1996 and $0 for fiscal 
        years 1995 and 1994.

     h. Income taxes

        In the first quarter of fiscal year 1994, the Company adopted 
        Statement of Financial Accounting Standards (SFAS) No. 109, 
        "Accounting for Income Taxes", which changed its method of accounting 
        for income taxes from the deferred method to the liability method.  
        The cumulative effect of the implementation of SFAS No. 109 resulted 
        in a $117,690 decrease in the Company's net deferred tax assets in 
        fiscal year 1994.  Under the liability method, a deferred tax 
        liability or asset is recognized for the tax consequences of all 
        events that have been recognized in the financial statements.  The 
        deferred tax consequences of such events are equal to the expected 
        amount of taxes payable or refundable in future years, based upon tax 
        laws currently in effect.  Although realization is not assured, 
        management believes it is more likely than not that all of the 
        deferred tax assets will be realized.  Since in some cases management 
        has utilized estimates, the amount of the deferred tax assets 
        considered realizable could be reduced in the near term.

<PAGE>
    i.  Pension costs
 
        The Company has a non-contributory defined contribution plan providing 
        deferred benefits for substantially all of the Company's employees.  
        Additionally, in fiscal year 1995, the Company implemented a 
        supplemental defined benefit and contribution plan to provide deferred 
        benefits for senior executives of the Company.  Benefits under the 
        defined benefit plan are based on years of service and average 
        compensation.  The annual expense of the Company's defined 
        contribution plan is based on a percentage of eligible wages as 
        authorized by the Company's Board of Directors.  Accrued benefits 
        under the defined benefit plan are funded in accordance with the 
        minimum funding requirements of the Employee Retirement Income 
        Security Act.  Benefits under the defined contribution plan are funded 
        as accrued.

     	In September 1995, the Company made the decision to terminate the 
        defined benefit plan.  This plan was primarily settled in July 1996.  
        In July 1996, the Company made the decision to terminate the 
        supplemental defined benefit plan for senior executives. This event 
        did not materially impact the financial results for fiscal year 1996.

     	The Company does not offer any benefits that would result in a 
        liability under either SFAS No. 106 "Employers' Accounting for 
        Postretirement Benefits Other Than Pensions" or SFAS No. 112 
        "Employers' Accounting for Postemployment Benefits".

    j.  Net income per common share

        The computations of net income per common share are based upon the 
        weighted average of Class A and B common shares outstanding during 
        each period restated in fiscal years prior to 1995 for the 5% stock 
        dividend distributed on August 30, 1994.

3.  Cash and cash equivalents

    The Company's policy is to invest cash in excess of operating requirements 
    in income-producing short-term investments.  At July 31, 1996 short-term 
    investments consist of commercial paper and money market funds.  At 
    July 31, 1995 short term investments consist of commercial paper.  These 
    investments are carried at cost.  Short-term investments amounted to 
    approximately $6,557,000 and $7,100,000 at July 31, 1996 and 1995, 
    respectively, and are reflected in cash and cash equivalents in the 
    accompanying consolidated balance sheet and statement of cash flows.
 
    For purposes of the statement of cash flows, the Company considers all 
    highly liquid instruments purchased with a maturity of three months or 
    less to be cash equivalents.  Cash paid for interest amounted to $70,445, 
    $104,421, and $66,181 in fiscal years 1996, 1995 and 1994, respectively.  
    Cash paid for income taxes amounted to $442,000, $1,969,248 and $2,868,633 
    in fiscal years 1996, 1995 and 1994, respectively.

<PAGE>
4.  Investment securities

    The amortized cost and estimated fair values of investment securities were 
    as follows: 
                                               Gross        Gross     Estimated
                                 Amortized   unrealized   unrealized    fair
                                   cost        gains        losses      value  

    July 31, 1996

    Investment securities
      available for sale:	 
    Mutual funds  		 $2,452,993   $ 3,203	  $36,005    $2,420,191
    Municipal notes and bonds	  1,581,321     2,424	    4,472     1,579,273
    U.S. Treasury Interest-
      Only Strips		  1,497,105         -	      492     1,496,613
    Federal agency obligations	    997,189     9,538	        -     1,006,727
     				 ----------   --------	  --------   ----------
     				 $6,528,608   $15,165	  $40,969    $6,502,804
     				 ==========   ========	  ========   ==========

    July 31, 1995
   
    Investment securities
      available for sale:
    Mutual funds                 $2,492,564   $    -    $  21,691    $2,470,873
    Municipal notes and bonds     2,301,011     3,208       2,557     2,301,662
    U.S. Treasury notes and
      bills                       1,465,587    33,860        -        1,499,447
                                 ----------  ---------  ----------   ----------
                                 $6,259,162  $ 37,068    $ 24,248    $6,271,982
                                 ==========  =========  ==========   ==========

     
    The amortized cost and estimated fair value of debt securities available 
    for sale by contractual maturity as of July 31, 1996 were as follows:

                                                        Amortized    Estimated
                                                           cost      fair value

    Due in one year or less			       $  202,613    $  201,550
    Due after one year through five years               3,247,255     3,255,664
    Due after five years through ten years 		  125,747	125,399
    Due after ten years					  500,000	500,000
     						       ----------    ----------
     							4,075,615     4,082,613
    Mutual Funds Available for Sale			2,452,993     2,420,191
     						       ----------    ----------
     						       $6,528,608    $6,502,804
     						       ==========    ==========

    Proceeds, gross realized gains and losses from the sale of investment 
    securities were $570,423, $1,567 and $33, respectively, in fiscal year 
    1996, $1,303,468, $15,237 and $2,092, respectively, in fiscal year 1995 
    and $49,442, $0 and $182, respectively, in fiscal year 1994.
<PAGE>
    The unrealized investment securities loss and unrealized investment 
    securities gain, net of applicable income taxes, at July 31, 1996 and 1995 
    of $15,482 and $7,166, respectively, are reflected in retained earnings in 
    the consolidated balance sheet.        

5.  Contract receivables, net
                                                     July 31,

                                               1996            1995
      
    United States government -                  
      Billed                              $ 7,720,240      $ 7,253,451

      Unbilled                              6,956,133        9,366,677
                                          ------------     ------------
                                           14,676,373       16,620,128
                                          ------------     ------------
    Industrial customers and state
    and municipal governments -
      Billed                                6,174,195        3,904,639

      Unbilled                              3,837,327        4,876,597
                                          ------------     ------------
                                           10,011,522        8,781,236
                                          ------------     ------------
    Less allowance for contract
      adjustments                            (991,859)        (545,893)
                                          ------------     ------------
    
                                          $23,696,036      $24,855,471
                                          ============     ============


    United States government receivables arise from long-term U.S. government 
    prime contracts and subcontracts.  Unbilled receivables result from 
    revenues which have been earned, but are not billed as of period-end.  The 
    above unbilled balances are comprised of incurred costs plus fees not yet 
    processed and billed; and differences between year-to-date provisional
    billings and year-to-date actual contract costs incurred and fees earned 
    of approximately $2,907,000 at July 31, 1996 and $3,076,000 at July 31, 
    1995.  Unbilled contracts receivable are reduced by billings in excess of 
    costs incurred of $2,573,000 at July 31, 1996 and $910,000 at July 31, 
    1995.  Management anticipates that the July 31, 1996 unbilled receivables 
    will be substantially billed and collected in fiscal 1997.  Within the 
    above billed balances are contractual retainages in the amount of 
    approximately $1,457,000 at July 31, 1996 and $1,308,000 at July 31, 1995.  
    Included in other accrued liabilities is an additional allowance for 
    contract adjustments relating to potential cost disallowances on amounts 
    billed and collected of approximately $1,848,000 at July 31, 1996 and 
    $2,578,000 at July 31, 1995.


<PAGE>
6.  Property, building and equipment, net

                                                       July 31,

                                                1996              1995

    Land                                   $   528,320       $   528,320
    Buildings                               12,786,490        12,680,520       
    Laboratory and other equipment           5,817,301         5,643,381
    Data processing equipment		     6,440,922 	       6,094,694
    Office furniture and equipment	     4,234,369	       4,114,857
    Leasehold improvements and other	     1,339,865 	       1,314,684
     					   ------------	     ------------
     					    31,147,267	      30,376,456
    Less accumulated depreciation
      and amortization			   (17,674,040)	     (16,062,155)
     					   ------------	     ------------

     					   $13,473,227	     $14,314,301
     					   ============	     ============

7.  Line of credit

    The Company has an unsecured $10,000,000 line of credit available which is 
    subject to annual renewal and which bears interest at the prime rate.  No 
    borrowings on the line of credit were outstanding at July 31, 1996 and 
    July 31, 1995 and none were required during fiscal years 1996 and 1995.

8.  Long-term debt
    
    During fiscal year 1994, the Company obtained industrial revenue bond 
    capital lease financing in the amount of $750,000 to finance a portion of 
    the cost of the newly constructed analytical services facility.  The lease 
    is collateralized by a portion of the land and the analytical services 
    facility building in an amount equal to the bond.  The bond is payable in 
    equal monthly principal installments of $3,125 through 2014 and bears 
    interest at the borrower's base rate which approximates prime (8.25% at 
    July 31, 1996).  In addition, the Company must meet certain financial 
    ratio covenants relating to current assets to current liabilities and debt 
    to tangible net worth.  At July 31, 1996 the Company was in compliance 
    with all financial ratio covenants.  The balance outstanding on this bond 
    at July 31, 1996 and 1995 was $665,625 and $703,125, respectively.
   
    During fiscal year 1988, the Company obtained industrial revenue bond 
    capital lease financing in the amount of $1,000,000 to finance a portion 
    of the cost of the newly constructed corporate headquarters.  The lease is 
    collateralized by a portion of the land and the corporate headquarters 
    building in an amount equal to the bond.  The bond is payable in equal 
    monthly principal installments of $4,167 through 2008 and bears interest 
    at the borrower's base rate which approximates prime (8.25% at July 31, 
    1996).  In February 1995, the Company made a $475,000 lump-sum payment on 
    this bond. The balance outstanding on this bond at July 31, 1996 and 1995 
    was $116,666 and $166,666, respectively.
<PAGE>
    The current portion of long-term debt at July 31, 1996 in the amount of 
    $87,500 is included in other accrued liabilities in the accompanying 
    consolidated balance sheet. 

9.  Income taxes

    The provision for income taxes differs from the federal statutory rate due 
    to the following:
                                                         Fiscal year
    
                                                1996        1995        1994 

    Statutory rate                              34.0%       34.0%       34.0%   
    State income taxes, less federal
        effect                                   5.3%        5.4         4.7
    Other				         5.1%	      -           .2
                                                -----       -----       -----   
    
    Effective tax rate                          44.4%       39.4%       38.9%
                                                =====       =====       =====


    Deferred tax assets (liabilities) included in other current assets were 
    comprised of the following:
 
                                                            July 31,

                                                      1996            1995    

    Allowance for contract adjustments             $1,178,465 	   $1,276,453  
    Vacation and compensatory time                    598,085	      720,495  
    Excess depreciation                               216,969	      217,373  
    Other                                              78,463	       37,574  
                                                   -----------	   ----------- 
      Gross deferred tax assets                     2,071,982       2,251,895  

    State income taxes                               (119,233)       (134,035) 
    Other                                             (53,193)        (87,844)
                                                   -----------	   ----------- 
      Gross deferred tax liabilities                 (172,426)       (221,879)
                                                   -----------	   ----------- 
    Net deferred current asset                     $1,899,556	   $2,030,016  
      						   ===========	   ===========

10.  Shareholders' equity

     a. Stock dividend
        
        On July 1, 1994, the Board of Directors declared a 5% stock dividend 
        on the Company's Class A and Class B common stock distributed on 
        August 30, 1994 to shareholders of record on August 1, 1994.  As of 
        July 31, 1994, an amount equal to the fair value of the common stock 
        distributed was transferred from retained earnings to the common stock 
        and capital in excess of par value accounts.  All data with respect to 
<PAGE>
     	net income per common share, weighted average common shares 
        outstanding, stock prices and stock options has been retroactively 
        adjusted to reflect the stock dividend.

     b. Class A and Class B common stock

        The relative rights, preferences and limitations of the Company's 
        Class A and Class B common stock can be summarized as follows:  
        Holders of Class A shares are entitled to elect 25% of the Board of 
        Directors so long as the number of outstanding Class A shares is at 
        least 10% of the combined total number of outstanding Class A and 
        Class B common shares.  Holders of Class A common shares have 
        one-tenth the voting power of Class B common shares with respect to 
        most other matters. 

        In addition, Class A shares are eligible to receive dividends in 
        excess of (and not less than) those paid to holders of Class B shares.  
        Holders of Class B shares have the option to convert at any time, each 
        share of Class B common stock into one share of Class A common stock.  
        Upon sale or transfer, shares of Class B common stock will 
        automatically convert into an equal number of shares of Class A common 
        stock, except that sales or transfers of Class B common stock to an 
        existing holder of Class B common stock or to an immediate family 
        member will not cause such shares to automatically convert into Class 
        A common stock.

    c.  Incentive stock option plan

        Under the Company's incentive stock option plan (the "plan"), key 
        employees, including officers of the Company, may be granted options 
        to purchase shares of Class A common stock at an option price of at 
        least 100% of the shares' fair market value at the date of grant.  
        Shares become exercisable after a minimum holding period of five 
        years. The plan's data has been retroactively adjusted to reflect the 
        stock dividend declared in fiscal year 1994.  

     	During the three year period ended July 31, 1996, 37,250, 19,500 and 
        21,315 options were granted at prices of $7.25, $9.00 and $12.38, 
        respectively.  Exercised options during the same period amounted to 
        5,238, 0 and 3,985, respectively, in the price range between $5.65 and 
        $13.10.  Canceled and expired options during the same period amounted 
        to 24,380, 13,525 and 1,942, respectively, in the price range between 
        $5.65 and $16.08.  Options outstanding at the end of the same period 
        were 182,813, 175,181 and 169,206, respectively, in the price range 
        between $5.65 and $16.08.

     	Of the options outstanding at July 31, 1996, 90,710 are currently 
        exercisable at prices ranging between $10.48 and $16.08.  Shares 
        available for future grants under this plan amounted to 22,014 at July 
        31, 1995.  A total of 209,390 shares were authorized for granting 
        under the plan.  The plan terminated in March 1996 and no options can 
        be granted after that date.

<PAGE>
11. Lease commitments

    The Company rents certain office facilities and equipment under 
    noncancelable operating leases.  The Company also rents certain facilities 
    for servicing project sites over the term of the related long-term 
    government contracts.  These contracts provide for reimbursement of any 
    remaining rental commitments under such lease agreements in the event that 
    the government terminates the contract.

    At July 31, 1996, future minimum rental commitments, net of estimated 
    amounts allocable to government contracts with rental cost reimbursement 
    clauses, were as follows:

        Fiscal year             Gross          Reimbursable          Net   

           1997              $1,824,254          $830,123          $994,131 
           1998               1,424,189           725,201           698,988
           1999               1,350,599           712,932           637,667
           2000               1,134,409           704,168           430,241
           2001                 526,840           342,242           184,598

    Gross rental expense under the above lease commitments for 1996, 1995, and 
    1994 was $1,951,645, $2,637,185, and $2,882,597, respectively.


12. Pension plans
         
     a.  Defined benefit plan

         The Company's pension expense associated with this plan for fiscal 
         years ended July 31, 1996, 1995, and 1994 was $1,110,500, $470,996, 
         and $521,597, respectively.  The increase in fiscal year 1996 
         expenses is attributable to the curtailment and partial settlement of 
         this plan in accordance with SFAS No. 88 "Employers Accounting for 
         Settlements and Curtailments of Defined Benefit Pension Plans and 
         Termination Benefits."

         Pension cost of this plan includes the following cost components:

                                                 1996        1995       1994   

         Service cost - 
     	   benefits earned during the period   $ 65,100   $408,900    $385,000
         Interest costs on projected benefit
           obligation				258,200    342,100     325,300
         Actual return on plan assets	       (201,900)  (351,212)     22,113
         Net amortization and deferral	       (160,500)    71,208    (210,816)
         Curtailment and Settlement Cost      1,149,600      ---         ---
     	                                     -----------  ---------   ---------

         Net periodic pension cost	     $1,110,500   $470,996    $521,597
     	   				     ===========  =========   =========

<PAGE>
     	 Data relating to the funding position of this plan were as follows:

     	                                                   July 31,

                                                     1996             1995    

         Actuarial present value of:
         Vested benefit obligations                $942,186        $2,680,500
     	 Nonvested benefit obligations                ---             337,400
     	 					  -----------      -----------
         Accumulated benefit obligations            942,186         3,017,900
     	 Benefits attributable to future      
          salaries                                    ---           1,453,600
     	 					  -----------	   -----------

         Projected benefit obligations              942,186         4,471,500
         Plan assets at fair value                  131,725         4,026,596
     	 					  -----------	   -----------
         Excess of projected benefit 
           obligations over plan assets             810,461           444,904
     	 					  -----------	   -----------
         Remaining unrecognized net asset             
           at transition                              ---              11,431
         Unrecognized experience loss                 ---            (923,861)
         Unrecognized prior service costs             ---             224,903
           					  -----------	   -----------
         Net accrued pension (asset) liability     $810,461        $ (242,623)
     	 					  ===========	   ===========

     	 The discount rate used in determining the actuarial present value of 
         the above benefit obligations were 6.72% and 7.5%, respectively, for 
         fiscal years 1996 and 1995.  The rate of increase of future 
         compensation levels and the expected long-term rate of return on plan 
         assets was 5% and 9%, respectively, for fiscal year 1995.
   
    b.   Defined contribution plan

         Contributions to the defined contribution plan are discretionary and 
         determined annually by the Board of Directors.  The total expense 
         under the plan for fiscal years 1996, 1995, and 1994 was $985,198,
     	 $1,786,857, and $1,722,959, respectively.   
     
13.  Contingencies

     Certain contracts with the EPA contain termination provisions under which 
     the EPA may, without penalty, terminate the contracts upon written notice 
     to the Company.  In the event of termination, the Company would be paid 
     only termination costs in accordance with the particular contract.

     The Company is involved in litigation arising in the normal course of 
     business.  In the opinion of management, any adverse outcome to this 
     litigation would not have a material impact on the financial results of 
     the Company.
<PAGE>
                        ECOLOGY AND ENVIRONMENT, INC.

                                SCHEDULE VIII
                        Allowance for Doubtful Accounts
                  Years Ended July 31, 1996, 1995, and 1994


                           
                            Balance at     Charged to                  Balance
                            Beginning       Cost and                   at End
     Year Ended             of Period       Expense     Deduction      of Year 


    July 31, 1996           $3,123,709    $ (137,589)  $  146,445   $2,839,675

    July 31, l995           $4,070,326    $  (32,511)  $  914,106   $3,123,709

    July 31, 1994           $4,318,418    $  804,908   $1,053,000   $4,070,326
<PAGE>
     
Selected quarterly financial data (Unaudited)
- ---------------------------------------------
                                                         Quarter
                            --------------------------------------------------

         
                              First       Second        Third       Fourth
                              -----       ------        -----       ------
(In thousands, except per share information)
     
        1996
        ----
     
Gross revenues              $19,759      $16,276       $15,797      $17,991
Net revenues                 17,210       14,451        14,540       15,368
Income from operations          817          470           151           73
Income before income taxes      977          671           202          237
Net income                      544          410            60          146
Net income per common share   $0.13        $0.10         $0.02        $0.04
Cash dividends declared per 
  common share                $  --        $0.16         $  --        $0.16
     
     
     
        1995
        ----
     
Gross revenues              $26,322      $21,811       $20,962      $22,417
Net revenues                 21,937       18,773        18,469       18,536
Income from operations        1,793          974           175           32
Income before income taxes    1,870        1,128           329          225
Net income                    1,130          699           192          133
Net income per common share   $0.27        $0.17         $0.05        $0.03
Cash dividends declared per 
  common share                $  --        $0.16         $  --        $0.16

 
<PAGE>
Item 9.  DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURES

				None.


                                   PART III


Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The following table sets forth the names, ages and positions of the Directors 
and executive officers of the Company.


	  Name			   Age	     Position
     
          Gerhard J. Neumaier 	   59	     President and Director
               
          Frank B. Silvestro  	   59	     Executive Vice President and 
                                             Director
               
          Gerald A. Strobel   	   56	     Executive Vice President of 
                                             Technical Services and Director
               
          Ronald L. Frank     	   58	     Executive Vice President of 
                                             Finance, Secretary, Treasurer 
                                             and Director
               
          Gerard A. Gallagher, Jr. 65	     Senior Vice President of 
                                             Special Projects and Director
               
          Roger J. Gray	      	   55	     Senior Vice President
               
          Laurence M. Brickman	   52	     Senior Vice President
               
          Harvey J. Gross     	   68	     Director
               
          Ralph Bookbinder    	   66	     Director
               
          Ross M. Cellino     	   64	     Director
               
     Each Director is elected to hold office until the next annual meeting 
of shareholders and until his successor is elected and qualified.  Executive 
officers are elected annually and serve at the discretion of the Board of 
Directors.

      Mr. Neumaier is a founder of the Company and has served as the 
President and a Director since its inception in 1970.  Mr. Neumaier has a 
B.M.E. in engineering and a M.A. in physics.

     Mr. Silvestro is a founder of the Company and has served as a Vice 
President and a Director since its inception in 1970.  In August 1986, he 
became Executive Vice President.  Mr. Silvestro has a B.A. in physics and an 
M.A. in biophysics.
<PAGE>
     Mr. Strobel is a founder of the Company and has served as a Vice 
President and a Director since its inception in 1970.  In August 1986, he 
became Executive Vice President of Technical Services.  Mr. Strobel is a 
registered Professional Engineer with a B.S. in civil engineering and a M.S. 
in sanitary engineering.

     Mr. Frank is a founder of the Company and has served as Secretary, 
Treasurer, Vice President of Finance and a Director since its inception in 
1970.  In August 1986, he became Executive Vice President of Finance.  Mr. 
Frank has a B.S. in engineering and a M.S. in biophysics.

     Mr. Gallagher joined the Company in 1972.  In March 1979, he became a 
Vice President of Special Projects and in February, 1986 he became a 
Director.  Mr. Gallagher is in charge of quality assurance for hazardous 
substance projects.  In August 1986, he became a Senior Vice President of 
Special Projects.   Mr. Gallagher has a B.S. in physics.

     Mr. Gray joined the Company in 1970 as an engineer.  In 1980, he became 
Vice President and in August 1986 he became a Senior Vice President.  Mr. 
Gray holds a B.S. in engineering.

     Mr. Brickman joined the Company in 1971.  He became Vice President in 
April 1988 and became a Senior Vice President in August, 1994.  Mr. Brickman 
has a B.S., M.S. and Ph.D. in biology.

     Mr. Gross has been a Director of the Company since its inception in 
1970.  Mr. Gross is an independent insurance broker and a capital financing 
consultant.

     Mr. Bookbinder has been a Director of the Company since its inception 
in 1970.  Mr. Bookbinder is an independent travel consultant. 

     Mr. Cellino has been a Director of the Company since its inception in 
1970.  Since 1956, Mr. Cellino is an attorney and counselor-at-law retired 
from private practice.


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, 1994, 1995 and 1996 of those persons who were at July 
31, 1996 (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, 1996 in excess of $100,000.  In this report, the five 
persons named in the table below are referred to as the "Named Executives".

<PAGE>
                              	       SUMMARY COMPENSATION TABLE
   <TABLE>
   <CAPTION>
                              ANNUAL COMPENSATION                                LONG-TERM COMPENSATION
   
                                                                 STOCK INCENTIVE   LONG-TERM      ALL
   NAME AND                   FISCAL                                 OPTIONS     COMPENSATION    OTHER
   PRINCIPAL POSITION         YEAR    SALARY   BONUS (1)   OTHER     (SHARES)       PAYOUTS       (2)
   
   <S>                        <C>    <C>       <C>          <C         <C>           <C>         <C>
   Gerhard J. Neumaier 	      1996   $216,632    -0-	    -0-        -0-           -0-          7,611
   President and Director     1995   $220,118  $28,200      -0-        -0-           -0-     	 12,213
       	       	       	      1994   $213,687  $62,000      -0-	       -0-    	     -0-       	 12,435
   
   Frank B. Silvestro  	      1996   $196,949    -0-	    -0-	       -0-    	     -0-     	  6,841
   Executive VP and Director  1995   $200,118  $28,200      -0-        -0-           -0-     	 11,149
                              1994   $194,270  $62,000      -0-	       -0-           -0-     	 12,375
   
   Ronald L. Frank     	      1996   $196,949    -0-	    -0-	       -0-    	     -0-     	  6,841
   Executive Vice President   1995   $200,118  $28,200      -0-	       -0-           -0-     	 11,149
   of Finance, Secretary      1994   $194,270  $62,000      -0-	       -0-           -0-     	 12,375
   Treasurer and Director      	     	       
   
   Gerald A. Strobel          1996   $196,949    -0-	    -0-	       -0-    	     -0-     	  6,841
   Executive Vice President   1995   $200,118  $28,200      -0-	       -0-           -0-     	 11,156
   of Technical Services      1994   $194,270  $62,000      -0-	       -0-           -0-     	 12,375
   and Director                	     	       
   
   Gerard A. Gallagher, Jr.   1996   $174,226    -0- 	    -0-	       -0-    	     -0-     	  5,938
   Senior Vice President      1995   $177,268  $20,000      -0-	       -0-           -0-          9,843
   of Special Projects and    1994   $172,088  $43,900	    -0-	       -0-           -0-         11,339
   Director    	  
   
   (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.
   </TABLE>
<PAGE>
None of the Company's executive officers have employment agreements. Directors 
who are not employees of the Company are paid an annual fee of $20,826 payable 
quarterly.  

Compensation Pursuant to Plans

     Pension Plan.  In September 1995, the Company decided to terminate its 
Defined Benefit Pension Plan (the "Pension Plan"). The termination of the 
Pension Plan was primarily settled by July 1996.

     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 $150,000 
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.

Incentive Stock Option Plan

     In February 1986, the Company adopted an Incentive Stock Option Plan (the 
"Option Plan") under which key employees, including officers, of the Company 
may be granted options to purchase up to an aggregate of 100,000 shares of 
Class A Common Stock.  During the fiscal year ending July 31, 1990, the 
shareholders of the Company authorized an additional 100,000 shares, bringing 
the aggregate to 200,000 shares of Class A Common Stock currently authorized 
to be issued under the Plan. The anti-dilution provisions of the plan resulted 
in an increase of 9,390 shares upon distribution of the stock dividend 
distributed by the company on August 30, 1994 to shareholders of record on 
August 1, 1994.  See Note 10 of "Notes to Consolidated Financial Statements". 
The plan terminated in March 1996 and no options can be granted after that 
date.  The Board of Directors administers the Option Plan and has authority to 
determine the persons to whom options are to be granted, the number of shares 
to be covered by each option, the time at which each option shall be granted, 
the exercise price and the time during which options may be exercised.  The 
Option Plan is designed to qualify as an "incentive stock option plan" under 
Section 422A of the Internal Revenue Code.  
<PAGE>
     The option exercise price must be at least 100% of the fair market value 
per share of the Company's Class A Common Stock, as determined by the Board of 
Directors on the date of grant.  The exercise price may be paid in cash or 
with previously owned shares of Class A Common Stock or both.  The options are 
exercisable commencing after a minimum holding period of not more than five 
years after the date of grant and expire after ten years from the date of 
grant as determined by the Board of Directors.  The exercise price of options 
granted to employees possessing more than 10% of the combined voting power of 
all classes of capital stock on the effective date of the grant must be not 
less than 110% of fair market value on the date of grant, and the options may 
not be exercised more than five years after the date of grant.  The Named 
Executive officers found in the Summary Compensation Table have not been 
granted any options pursuant to the Option Plan.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

     The following table sets forth, as of September 30, 1996, the number of 
outstanding shares of Class A Common Stock and Class B Common Stock of the 
Company beneficially owned by each person known by the Company to be the 
beneficial owner of more than 5 percent of the then outstanding shares of 
Common Stock:

     	       	    	 Class A Common Stock       Class B Common Stock

     	       	    	 Nature and   Percent       Nature and
     	       	    	 Amount of      of          Amount of
     	       	    	 Beneficial   Class As      Beneficial	 Percent
     	       	    	 Ownership    Adjusted      Ownership      of
Name and Address(1) 	    (2)         (3)            (2)    	 Class  

Gerhard J. Neumaier*  	   346,944     14.0%	      345,894	  18.8%

Frank B. Silvestro*   	   288,937     11.9%	      288,937	  15.7%

Ronald L. Frank*      	   269,976     11.3%	      262,394	  14.3%

Gerald A. Strobel*    	   270,796     11.3%	      270,796	  14.7%

Franklin Resources, Inc.   330,000     15.48%               0  	     0

*  See Footnotes in next table

(1)  The address for Gerhard J. Neumaier, Frank B. Silvestro, Ronald L. 
     Frank and Gerald A. Strobel is c/o Ecology and Environment, Inc., 368 
     Pleasant View Drive, Lancaster, New York 14086, unless otherwise 
     indicated.  The address for Franklin Resources, Inc. is 777 Mariners 
     Island Blvd., P. O. Box 7777, San Mateo, California 94403-7777.  

(2)  Each named individual or corporation are deemed to be the beneficial 
     owners of securities that may be acquired within 60 days through the 
     exercise of exchange or conversion rights.  The shares of Class A 
     Common Stock issuable upon conversion by any such shareholder are not 
     included in calculating the number of shares or percentage of Class A 
     Common Stock beneficially owned by any other shareholder.

<PAGE>
(3)  There are 2,130,872 shares of Class A Common Stock outstanding and 
     1,837,558 shares of Class B Common Stock issued and outstanding as of 
     September 30, 1996.  The figures in the "as adjusted" columns are based 
     upon these totals and except as set forth in the preceding sentence, 
     upon the assumptions described in footnote 2 above.

SECURITY OWNERSHIP OF MANAGEMENT

     The following table sets forth certain information regarding the 
beneficial ownership of the Company's Class A Common Stock and Class B 
Common Stock as of September 30, 1996, by (i) each Director of the Company 
and (ii) all Directors and officers of the Company as a group.

                         Class A Common Stock       Class B Common Stock

                         Nature and    Percent      Nature and
                         Amount of       of         Amount of
                         Beneficial   Class As      Beneficial	  Percent
                         Ownership    Adjusted      Ownership	  of
Name(1)                   (2)(3)        (4)           (2)(3)  	  Class  

Gerhard J. Neumaier
(5)(13)			 346,944    	14.0%	      345,894	   18.8%

Frank B. Silvestro	 288,937	11.9%	      288,937	   15.7%
(13)                

Ronald L. Frank		 269,976	11.3%	      262,394	   14.3%
(6)(13)             

Gerald A. Strobel	 270,796	11.3%	      270,796	   14.7%
(7)(13)             

Harvey J. Gross (8)	  94,887	 4.3% 	       94,887	    5.2%

Gerard A. Gallagher, Jr.  76,987	 3.5%	       76,646       4.2%

Ralph Bookbinder (9)	  18,200          *	       17,850	    1.0%

Ross M. Cellino (10)	  13,206    	  *	        1,050 	     *

Directors and officers
as a Group (11)(12)    1,397,195	39.9%       1,372,043	   74.7%
(10 individuals)

*  Less than 0.1%
__________

(1)  The address of each of the above shareholders is c/o Ecology and 
     Environment, Inc., 368 Pleasantview Drive, Lancaster, New York 14086.

<PAGE>
(2)  Pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as 
     amended, beneficial ownership of a security consists of sole or shared 
     voting power (including the power to vote or direct the vote) or sole 
     or shared investment power (including the power to dispose or direct 
     the disposition) with respect to a security whether through any 
     contract, arrangement, understanding, relationship or otherwise.  
     Unless otherwise indicated, the shareholders identified in this table 
     have sole voting and investment power of the shares beneficially owned 
     by them.

(3)  Each named person and all Directors and officers as a group are deemed 
     to be the beneficial owners of securities that may be acquired within 
     60 days through the exercise of exchange or conversion rights.  The 
     shares of Class A Common Stock issuable upon conversion by any such 
     shareholder are not included in calculating the number of shares or 
     percentage of Class A Common Stock beneficially owned by any other 
     shareholder.  Moreover, the table gives effect to only 2,965 shares of 
     Class A Common Stock of the total 90,710 shares of Class A Common Stock 
     that may be issued pursuant to the Company's Incentive Stock Option 
     Plan, which may be purchased within the next 60 days pursuant to vested 
     options granted to one officer.

(4)  There are 2,130,872 shares of Class A Common Stock outstanding and 
     1,837,558 shares of Class B Common Stock outstanding as of September 
     30, 1996.  The figure in the "as adjusted" columns are based upon these 
     totals and except as set forth in the preceding sentence, upon the 
     assumptions described in footnotes 2 and 3 above.

(5)  Includes 525 shares of Class A Common Stock owned by Mr. Neumaier's 
     spouse, as to which he disclaims beneficial ownership.  Includes 525 
     shares of Class A Common Stock owned by Mr. Neumaier's Individual 
     Retirement Account.  Does not include any shares of Class A Common 
     Stock or Class B Common Stock held by Mr. Neumaier's adult children.

(6)  Includes 7,850 shares of Class B Common Stock owned by one of Mr. 
     Frank's children and 5,067 shares of Class A Common Stock owned by one 
     of Mr. Frank's children as to which he disclaims beneficial ownership.  
     Does not include any shares of Class A Common Stock or Class B Common 
     Stock held by Mr. Frank's other adult children.  Includes 41,625 shares 
     of Class B Common Stock owned by Mr. Frank's former spouse as to which 
     he disclaims beneficial ownership except for the right to vote the 
     shares which he retains pursuant to an agreement with his former 
     spouse.  Includes 515 shares of Class A Common Stock owned by Mr. 
     Frank's individual retirement account.  

(7)  Includes 44,226 shares of Class B Common Stock owned in equal amounts 
     by Mr. Strobel's three children (Mr. Strobel holds 21,171 shares as 
     custodian for these children), as to which he disclaims beneficial 
     ownership.

(8)  Includes an aggregate of 21,047 shares of Class B Common Stock owned by 
     two trusts created by Mr. Gross of which he and his spouse are the sole 
     beneficiaries during their lifetimes.

<PAGE>
(9)  Includes 1,050 shares of Class B Common Stock owned by Mr. Bookbinder's 
     spouse as to which he disclaims beneficial ownership.

(10) Includes 10,396 shares of Class A Common Stock owned by Mr. Cellino's 
     spouse, as to which shares he disclaims beneficial ownership; also 
     includes 1,655 shares of Class A Common Stock owned by Mr. Cellino's 
     Individual Retirement Account.

(11) Does not include 49,932 shares (19,475 shares of Class A Common Stock 
     and 30,457 shares of Class B Common Stock) owned by the Company's 
     Defined Contribution Plan of which Messrs. Gerhard J. Neumaier, Frank, 
     Silvestro and Strobel constitute four of the five trustees of each 
     Plan.

(12) Includes 1,181 shares of Class A Common Stock which may be issued upon 
     exercise of a stock option granted to one officer in July 1988, 
     pursuant to the Company's Incentive Stock Option Plan; includes 892 
     shares of Class A Common Stock which may be issued upon exercise of a 
     stock option granted to one officer in July 1990, pursuant to the 
     Company's Incentive Stock Option Plan; includes 892 shares of Class A 
     Common Stock which may be issued upon exercise of a stock option 
     granted to one officer in September 2, 1991 pursuant to the Company's 
     Incentive Stock Option Plan; does not include 787 shares of Class A 
     Common Stock which may be issued upon the exercise of a stock option 
     granted to one officer in November 2, 1992 pursuant to the Company's 
     Incentive Stock Option Plan;  does not include 630 shares of Class A 
     Common Stock which may be issued upon the exercise of a stock option 
     granted to one officer in April 2, 1994 pursuant to the Company's 
     Incentive Stock Option Plan; does not include 600 shares of Class A 
     Common Stock which may be issued upon the exercise of a stock option 
     granted to one officer in December 2, 1994 pursuant to the Company's 
     Incentive Stock Option Plan; does not include 2,400 shares of Class A 
     Common Stock which may be issued upon the exercise of stock options 
     granted to two (2) officers in December 1995 pursuant to the Company's 
     Incentive Stock Option Plan.

(13) Subject to the terms of the Restrictive Agreement.  See "Security 
     Ownership of Certain Beneficial Owners-Restrictive Agreement".

Restrictive Agreement

     	    Messrs. Gerhard J. Neumaier, Silvestro, Frank, and Strobel entered 
into a Stockholders' Agreement in 1970 which governs the sale of an aggregate 
of 1,277,018 shares Class B Common Stock owned by them, the former spouse of 
one of the individuals and the children of the individuals.  The agreement 
provides that prior to accepting a bona fide offer to purchase all or any part 
of their shares, each party must first allow the other members to the 
agreement the opportunity to acquire on a pro rata basis, with right of 
over-allotment, all of such shares covered by the offer on the same terms and 
conditions proposed by the offer.

<PAGE>
Item 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

          None.


                                   PART IV

Item 14.  EXHIBITS, FINANCIAL STATEMENTS

(a)  1.  Financial Statements                          	    Page

     	 Report of Independent Accountants		     17	  	      

     	 Consolidated Balance Sheet -			      
     	 July 31, 1996 and 1995	   			     18
     	       	      
     	 Consolidated Statement of Income
     	 for the fiscal years ended July 31, 1996,
     	 1995 and 1994	      	   			     19
     	       	      	   
     	 Consolidated Statement of Changes in
     	 Shareholders' Equity for the fiscal years
     	 ended July 31, 1996, 1995 and 1994		     20

     	 Consolidated Statement of Cash Flows for
     	 the fiscal years ended July 31, 1996,
     	 1995 and 1994	      	   			     21
     	       	      	   
     	 Notes to Consolidated Financial Statements	     22
     	    
     2.  Financial Statement Schedule

     	 Schedule VIII - Allowance for 
     	 Doubtful Accounts    	   			     33
     	       	    
(b)  Selected Quarterly Financial Data (Unaudited)	     34

     All other schedules are omitted because they are not applicable, or not 
required, or because the required information in included in the consolidated 
financial statements or notes thereto.

     3.  Exhibits

Exhibit No.    Description

  3.1	       Certificate of Incorporation (1)

  3.2	       Certificate of Amendment of Certificate of Incorporation 
               filed on March 23, 1970 (1)

  3.3	       Certificate of Amendment of Certificate of Incorporation 
               filed on January 19, 1982 (1)

<PAGE>
  3.4	       Certificate of Amendment of Certificate of Incorporation 
               filed on January 29, 1987 (1)

  3.5	       Certificate of Amendment of Certificate of Incorporation 
               filed on February 10, 1987 (1)

  3.6	       Restated By-Laws adopted on July 30, 1986 by Board of 
               Directors (1)

  3.7 	       Certificate of Change Under Section 805-A of the Business 
               Corporation Law filed August 18, 1988 (2)

  3.8	       Certificate of Amendment of Certificate of Incorporation 
               filed January 15, 1988 (2)

  4.1          Specimen Class A Common Stock Certificate (1)

  4.2          Specimen Class B Common Stock Certificate (1)

  10.1         Stockholders' Agreement among Gerhard J. Neumaier, Ronald L. 
               Frank, Frank B. Silvestro and Gerald A. Strobel dated May 12, 
               1970 (1)

  10.3         Ecology and Environment, Inc. Defined Benefit Pension Plan 
               Agreement dated July 25, 1980, as amended on April 28, 1981 
               and restated effective August 1, 1984 (1)

  10.4	       Ecology and Environment, Inc. Defined Contribution Plan 
               Agreement dated July 25, 1980 as amended on April 28, 1981 
               and July 21, 1983 and restated effective August 1, 1984 (1)

  10.5	       Ecology and Environment, Inc. 1986 Incentive Stock Option 
               Plan approved by Shareholders February 13, 1983 and amended 
               and restated by Board of Directors December 29, 1986 (1)

  10.6	       Form of Ecology and Environments, Inc. Incentive Stock Option 
               Plan option agreement (1)

  10.6.1       Amendment No. 2 to Ecology and Environment, Inc. 1986 
               Incentive Stock Option Plan (3)             

  10.9	       Contract No. 68-WO-0037 issued by the Environmental 
               Protection Agency to Ecology and Environment, Inc. to 
               Assistance Teams for Emergency, Response, Removal and 
               Protection (Zone II), effective October 1, 1990 (3).  (Note:  
               Confidential treatment was requested pursuant to separate 
               application to the SEC)

  21.5	       Schedule of Subsidiaries as of July 31, 1994 (4)

  23.0	       Consent of Independent Accountants (5)

<PAGE>
                             FOOTNOTES
     
(1) Filed as exhibits to the Company's Registration Statement on Form S-1, 
    as amended by Amendment Nos. 1 and 2, (Registration No. 33-11543), and 
    incorporated herein by reference.

(2) Filed as exhibits to the Company's Form 10-K for Fiscal Year Ending July 
    31, 1988, and incorporated herein by reference.
     
(3) Filed as exhibit to the Company's Form 10-K for Fiscal Year ending July 
    31, 1990, and incorporated herein by reference.
     
(4) Filed as an exhibit to the Company's Form 10-K for Fiscal Year ending 
    July 31, 1994, and incorporated herein by reference.

(5) Filed herewith. 


(b)  Reports on Form 8-K

     Registrant has not filed any reports on Form 8-K during the fourth 
     quarter ended July 31, 1996.

<PAGE>
                                   SIGNATURES

     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 
Annual Report to be signed on its behalf by the undersigned thereunto duly 
authorized:

Dated:  October 28, 1996      ECOLOGY AND ENVIRONMENT, INC.


   	                      	   By:  /S/  Gerhard J. Neumaier      
     	                      	       Gerhard J. Neumaier, President

     Pursuant to the requirements of the Securities Exchange Act of 1934, 
this report has been signed below by the following persons on behalf of the 
Registrant in the capacities and on the dates indicated:

           Signature                   Title                    Date


 /S/  Gerhard J. Neumaier            President            October 28, 1996 
      Gerhard J. Neumaier            (Chief Executive
                                     Officer)

 /S/  Frank B. Silvestro             Executive            October 28, 1996
      Frank B. Silvestro             Vice-President

 /S/  Gerald A. Strobel              Executive            October 28, 1996
      Gerald A. Strobel              Vice-President

 /S/  Ronald L. Frank                Secretary,           October 28, 1996
      Ronald L. Frank                Treasurer, Executive
                                     Vice-President of
                                     Finance
                                     (Principal Financial
                                     and Accounting Officer)

 /S/  Gerard A. Gallagher, Jr.       Senior Vice          October 28, 1996
      Gerard A. Gallagher, Jr.       President of
                                     Special Projects
                                     and Director

 /S/  Ralph Bookbinder               Director             October 28, 1996
      Ralph Bookbinder

 /S/  Harvey J. Gross                Director             October 28, 1996
      Harvey J. Gross

 /S/  Ross M. Cellino                Director             October 28, 1996
      Ross M. Cellino
<PAGE>

Exhibit Index



Exhibit 23     		      Consent of Independent Accountants


<PAGE>

                       Consent of Independent Accountants


We hereby consent to the incorporation by reference in the Registration 
Statement on Form S-8 (No. 33-41998) of Ecology and Environment, Inc. of our 
report dated October 2, 1996 appearing under Item 14 (a) 1. of this Form 10-K.  
We also consent to the reference to us under the heading "Experts" in such 
Registration Statement.




PRICE WATERHOUSE LLP

Buffalo, New York
October 25, 1996

WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<TABLE> <S> <C>

<ARTICLE> 	     5

       
<S>                    		     <C>
<PERIOD-TYPE>         		     12-MOS
<FISCAL-YEAR-END>		     JUL-31-1996
<PERIOD-START>			     AUG-01-1995
<PERIOD-END>			     JUL-31-1996
<CASH>				      $8,080,524		  
<SECURITIES>			      $6,502,804
<RECEIVABLES>			     $23,696,036
<ALLOWANCES>				     000
<INVENTORY>				     000
<CURRENT-ASSETS>		     $41,405,903
<PP&E>				     $13,473,227
<DEPRECIATION>				     000
<TOTAL-ASSETS>			     $55,575,020
<CURRENT-LIABILITIES>		      $9,412,682
<BONDS>					$694,791
<COMMON>			     $16,135,195
			     000
				     000
<OTHER-SE>			     $29,332,352
<TOTAL-LIABILITY-AND-EQUITY>	     $55,575,020
<SALES>				     $61,568,525
<TOTAL-REVENUES>		     $69,822,996
<CGS>					     000
<TOTAL-COSTS>			     $60,057,342
<OTHER-EXPENSES>			     000
<LOSS-PROVISION>			     000
<INTEREST-EXPENSE>			 $70,445
<INCOME-PRETAX>			      $2,086,849
<INCOME-TAX>				$926,642
<INCOME-CONTINUING>			     000
<DISCONTINUED>				     000
<EXTRAORDINARY>				     000
<CHANGES>				     000
<NET-INCOME>			      $1,160,207
<EPA-PRIMARY>				   $0.29
<EPA-DILUTED>				     000
        

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