UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 5)*
Under the Securities Exchange Act of 1934
ECOLOGY AND ENVIRONMENT, INC.
_________________________________________________________________
(Name of Issuer)
Class A Common Stock - Par Value $.01 per share
_________________________________________________________________
(Title of Class of Securities
278878-10-3
____________________________
(CUSIP Number)
Brent D. Baird
1350 One M&T Plaza
Buffalo, New York 14203 (Phone: (716) 849-1484)
_________________________________________________________________
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
OCTOBER 8, 1997
_______________________
(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this
Schedule 13D, and is filing this schedule because of Rule 13d-
1(b)(3) or (4), check the following box __.
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in
a prior cover page.
The information required on the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>
SCHEDULE 13D
Amendment No. 5
CUSIP NO. 278878-10-3
1. Name of Reporting Person
SS or IRS Identification No. of above person (optional)
The Cameron Baird Foundation
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)___
(b)_X_
3. SEC USE ONLY
4. SOURCE OF FUNDS*
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) ____
6. CITIZENSHIP OR PLACE OF ORGANIZATION
New York
NUMBER OF SHARES 7. SOLE VOTING POWER
BENEFICIALLY OWNED 250,000
BY EACH REPORTING
PERSON WITH 8. SHARED VOTING POWER
-0-
9. SOLE DISPOSITIVE POWER
250,000
10. SHARED DISPOSITIVE POWER
-0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
250,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* ____
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.806%
14. TYPE OF REPORTING PERSON*
00
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 278878-10-3
1. Name of Reporting Person
SS or IRS Identification No. of above person (optional)
First Carolina Investors, Inc.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)___
(b)_X_
3. SEC USE ONLY
4. SOURCE OF FUNDS*
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) ____
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES 7. SOLE VOTING POWER
BENEFICIALLY OWNED 12,500
BY EACH REPORTING
PERSON WITH 8. SHARED VOTING POWER
-0-
9. SOLE DISPOSITIVE POWER
12,500
10. SHARED DISPOSITIVE POWER
-0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,500
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* ____
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.590%
14. TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
Amendment No. 5
INTRODUCTION
The acquisition of 231,200 shares ("Shares") of Class A
Common Stock of the Issuer was reported by the Reporting Persons
in Schedule 13D, which was filed with the Securities and Exchange
Commission on June 20, 1997, as amended by Schedule 13D Amendment
No. 1, which was filed with the Securities and Exchange
Commission on July 16, 1997, as amended by Schedule 13D Amendment
No. 2, which was filed with the Securities and Exchange
Commission on July 31, 1997, as amended by Schedule 13D Amendment
No. 3, which was filed with the Securities and Exchange
Commission on August 22, 1997, as amended by Schedule 13D
Amendment No. 4, which was filed with the Securities and Exchange
Commission on September 29, 1997 ("Amendment No. 4"). Since the
filing of Amendment No. 4, one of the Reporting Persons (The
Cameron Baird Foundation) has purchased additional Shares, and a
new Reporting Person (First Carolina Investors, Inc.) has
purchased Shares. The number of Shares now held by the Reporting
Persons is 272,500 Shares.
The Cover Page for The Cameron Baird Foundation is hereby
amended as shown in this Amendment No. 5. The Cover Page for
First Carolina Investors, Inc. is hereby set forth in this
Amendment No. 5. Items 2, 3 and 5 are hereby amended as shown in
this Amendment No. 5. All other Items remain unchanged from the
previous filings of Schedule 13D, as amended.
ITEM 2. IDENTITY AND BACKGROUND.
NOTE: THE EXECUTION AND SUBMISSION OF THIS STATEMENT BY THE
REPORTING PERSONS SHALL NOT BE CONSTRUED AS A STATEMENT OR
ADMISSION THAT THE REPORTING PERSONS (I) ARE ACTING AS A
GROUP IN THE ACQUISITION OF THE SHARES, (II) COLLECTIVELY
CONSTITUTE A "PERSON" WITHIN THE MEANING OF SECTION 13(D)(3)
OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED (THE
"ACT"), OR (III) FOR THE PURPOSES OF SECTION 13(D) OF THE
ACT, ARE THE BENEFICIAL OWNERS OF ANY SHARES OTHER THAN THE
SHARES IN WHICH EACH PERSON IS SPECIFICALLY IDENTIFIED IN
THIS STATEMENT TO HAVE A BENEFICIAL INTEREST.
Item 2 is hereby amended as follows to provide information
with respect to First Carolina Investors, Inc.:
(3) FIRST CAROLINA INVESTORS, INC.
First Carolina Investors, Inc. ("FCI") is executing and
submitting information in this Schedule 13D with respect to its
holdings of the Shares of the Issuer because Brent D. Baird,
Chairman and a director of FCI, and Bruce C. Baird, a director of
FCI, have beneficial ownership of approximately 22.5% and 13.7%,
respectively, of the common stock of FCI; Brent D. Baird and
Bruce C. Baird are brothers and their ownership of FCI common
stock, when aggregated with the beneficial interests in FCI
common stock of their spouses, children, parent, siblings, and
various corporations, trusts and other entities associated with
the Baird family aggregates approximately 52.9% of the
outstanding common stock of FCI. FCI denies that, with respect
to the Shares of the Issuer, FCI constitutes a "group" with any
of the various Baird family persons and entities (collectively,
"Bairds") or that it has any agreement or understanding with the
Bairds to act in concert with respect to acquisition,
disposition, voting or other matters relating to the Issuer or
the Shares. FCI and the Bairds have placed orders to purchase
the Shares of the Issuer through Brent D. Baird, who is a
registered securities broker, and they may place future orders to
purchase or sell the Shares through Mr. Baird, but any decision
by FCI to purchase or sell the Shares of the Issuer will be made
independently of any decision made by any of the Bairds with
respect to any purchase or sale for their respective accounts.
State of organization: Delaware
Principal Business: Closed-end non-diversified
management investment company
Address: 5224 Providence Country Club Drive, Charlotte,
North Carolina 28277
Directors: H. Thomas Webb, III
Brent D. Baird
Bruce C. Baird
Patrick W.E. Hodgson
Theodore E. Dann, Jr.
Officers: H. Thomas Webb, III - President
Brent D. Baird - Chairman of the Board
James E. Traynor - Vice President
Secretary
Treasurer
(d) No
(e) No
Information on Individual Directors and Officers pursuant to
Instruction C:
(a) H. Thomas Webb, III
(b) P.O. Box 33607, Charlotte, NC 28233
(c) President of First Carolina Investors, Inc.
(d) No
(e) No
(f) U.S.A.
(a) Brent D. Baird
(b) 17 Tudor Place, Buffalo, New York 14222
(c) Private Investor,
1350 One M&T Plaza, Buffalo, New York 14203
(d) No
(e) No
(f) U.S.A.
(a) Bruce C. Baird
(b) 331 Lincoln Parkway, Buffalo, New York 14216
(c) President, Belmont Management Co., Inc.
215 Broadway, Buffalo, New York 14204
(d) No
(e) No
(f) U.S.A.
(a) Patrick W.E. Hodgson
(b) 617 Wellington Street North, London,
Ontario N6A 3R6
(c) Chairman, T-W Truck Equippers, Inc.
(distributors of truck equipment),
2025 Walden Avenue, Buffalo, New York 14225
(d) No
(e) No
(f) Canada
(a) Theodore E. Dann, Jr.
(b) 540 Mill Road, East Aurora, New York 14052
(c) Vice President, Director and Corporate
Attorney, Ferro Alloy Services, Inc.,
Suite 463, Carborundum Center, Niagara
Falls, New York 14303
(d) No
(e) No
(f) U.S.A.
(a) James E. Traynor
(b) P.O. Box 33607, Charlotte, North Carolina
28233
(c) Vice President, Secretary and Treasurer of
First Carolina Investors, Inc.
(d) No
(e) No
(f) U.S.A.
ITEM 3. SOURCE AND AMOUNT OF FUNDS.
Item 3 is hereby amended to add the following:
The amount of funds paid for the Shares by The Cameron Baird
Foundation was approximately $285,644 (which includes only the
amount of funds paid since the filing of Amendment No. 4). This
amount does not include brokerage commissions.
The source of funds used for purchases by First Carolina
Investors, Inc. was its working capital. First Carolina
Investors, Inc. did not borrow any funds to acquire its Shares.
The amount of funds paid for the Shares by First Carolina
Investors, Inc. was approximately $130,375. This amount does not
include brokerage commissions.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 is hereby amended to read as follows:
(a) The Reporting Persons hereby report beneficial ownership, in
the manner hereinafter described, of 272,500 Shares:
<TABLE>
<CAPTION>
Percentage of
Number Of Outstanding
Shares Held in the Name of Shares Security (1)
<S> <C> <C>
Brent D. Baird 10,000 .472%
The Cameron Baird
Foundation 250,000 11.806%
First Carolina Investors,
Inc. 12,500 0.590%
_______ ______
TOTAL 272,500 12.868%
</TABLE>
(1) The foregoing percentages assume that the number of
Shares of the Issuer outstanding is 2,117,523 Shares.
(b) For each person named in paragraph (a), that person has sole
voting and sole dispositive power over the Shares enumerated in
paragraph (a).
(c) The following purchases of the Shares were effected during
the past sixty days:
<TABLE>
<CAPTION>
Price/Share
(in Dollars
Commissions
Purchase In The Number of not Transaction
Name Of Date Shares included) Made Through
<S> <C> <C> <C> <C>
The Cameron 10/2/97 500 9 9/16 Fahnestock & Co
Baird 10/2/97 9,500 9 5/8 Fahnestock & Co
Foundation 10/6/97 2,000 9 3/4 Fahnestock & Co
10/7/97 300 10 1/4 Fahnestock & Co
10/8/97 3,000 10 3/8 Fahnestock & Co
10/8/97 1,800 10 1/4 Fahnestock & Co
10/8/97 2,200 10 1/8 Fahnestock & Co
10/8/97 4,000 10 Fahnestock & Co
10/9/97 5,500 10 Fahnestock & Co
First Carolina
Investors, Inc. 10/10/97 3,000 10 Fahnestock & Co
10/13/97 500 10 Fahnestock & Co
10/14/97 2,000 10 1/2 Fahnestock & Co
10/14/97 7,000 10 5/8 Fahnestock & Co
</TABLE>
(d) Not applicable
(e) Not applicable
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge
and belief, I certify that the information set forth in this
statement is true, complete and correct.
DATED this 16th day of October, 1997.
The Cameron Baird Foundation
By: s/Brian D. Baird
Brian D. Baird, Trustee
First Carolina Investors, Inc.
By: s/Brent D. Baird
Brent D. Baird, Chairman
