As Filed With the Securities and Exchange Commission
                         on March 14, 2001


                SECURITIES AND EXCHANGE COMMISSION
                      Washington, D.C. 20549


                             FORM S-8

                      REGISTRATION STATEMENT
                              UNDER
                    THE SECURITIES ACT OF 1933


                   ECOLOGY AND ENVIRONMENT, INC.
         --------------------------------------------------
         (Exact name of issuer as specified in its charter)

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

                     368 Pleasant View Drive
                     Lancaster, New York 10486
    ------------------------------------------------------------
    (Address of principal executive offices including  zip code)

                  ECOLOGY AND ENVIRONMENT, INC.
                      1998 Stock Award Plan
                  -----------------------------
                     (Full title of the plan)

                  Gerhard J. Neumaier, President
                  ECOLOGY AND ENVIRONMENT, INC.
                      368 Pleasant View Drive
                    Lancaster, New York 10486
             ---------------------------------------
             (Name and address of agent for service)

                          (716) 684-8060
   -------------------------------------------------------------
   (Telephone number, including area code, of agent for service)

_________________________________________________________________________
                            Copies to:

David H. Alexander, Esq.                  Ronald L. Frank, Executive V.P.
Gross, Shuman, Brizdle & Gilfillan, P.C.  Ecology and Environment, Inc.
465 Main Street, Suite 600                368 Pleasant view Drive
Buffalo, New York 14203                   Lancaster, New York 14086



                 CALCULATION OF REGISTRATION FEE

___________________________________________________________________________


                             Proposed       Proposed
Title of                     maximum        maximum
securities     Amount        offering       Aggregate   Amount of
to be          to be         price          offering    registration
registered     registered    per share (1)  price (1)   fee
______________________________________________________________________________

Class A
Common Stock,
$.0l par
value          112,000       $6.50          $728,000    $182.00

(1)  This calculation which is made solely for the purpose of determining the
amount of the registration fee, is made pursuant to Rule 457 and is based on
a price of $6.50 per share, the average of the high and low price of a share
of common stock on March 8, 2001, as reported on the American Stock Exchange.




                             PART II

        INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.  Incorporation of Documents by Reference.
         ---------------------------------------

     The following documents filed by the Company with the Securities and
Exchange Commission (the "Commission") are hereby incorporated by reference
as of their respective dates:

      o   The Company's Annual Report on Form 10-K for the year ended
          July 31, 2000, as amended.

      o   The Company's Quarterly Report on Form 10-Q for the quarter
          ended October 28, 2000.

      o   The description of the Common Stock of E & E in the
          Registration Statement on Form 10 filed pursuant to the
          Exchange Act and all amendments and reports for the purpose of
          updating such description.

      All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Securities Exchange Act of 1934, as amended, after the
date hereof and prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which deregisters
all securities then remaining unsold, shall be deemed to be incorporated by
reference herein and to be a part hereof from the date of filing of such
reports and documents.


Item 4.  Description of Securities.

      Not Required.


Item 5.  Interests of Named Experts and Counsel.

      Not Required.


Item 6.  Indemnification of Directors and Officers.

      The Company currently has purchased officers and  directors liability
insurance. Subject to a $75,000 corporate reimbursement, the policy will
cover certain claims against officers and directors of the Company up to
$5,000,000.  Paragraph EIGHTH of the Company's Certificate of Incorporation
eliminates a director's personal liability to the Company or its shareholders
for damages for breach of fiduciary duty as a director to the fullest extent
permitted by New York law.

      The New York Business Corporation Law generally provides that a
corporation may indemnify a person who was made a party to any threatened or
pending proceeding (including a lawsuit) by reason of his position if he acted
in good faith and in a manner he reasonably believed to be in the best
interests of the corporation, and in certain cases may advance expenses
incurred in defending any proceeding.  To the extent that a director or
officer is successful on the merits in any proceeding as to which such person
is to be indemnified, the corporation must indemnify him against all expenses
incurred, including attorney's fees.  With respect to a derivative action,
indemnity may be made only with Court approval where the person seeking
indemnification has been found liable for gross negligence or misconduct in
the performance of his duty.


Item 7.  Exemption from Registration Claimed.

         Not Applicable.


Item 8.  Exhibits.
         --------

         Exhibit No.    Description
         -----------    -----------

         4.3            Ecology and Environment, Inc. 1998 Stock Award Plan
                        and Amendments No. 1 and 2.

         5              Opinion and consent of Gross, Shuman, Brizdle &
                        Gilfillan, P.C.

         23.1           Consent of PricewaterhouseCoopers, LLP
         23.2           Consent of Gross, Shuman, Brizdle  & Gilfillan, P.C.
                        is included in the Opinion filed as Exhibit 5 to this
                        Registration Statement

Item 9.  Undertakings.
         ------------

         (a)  The undersigned Registrant hereby undertakes:

              (1)  To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement;

                   (i)    To include any prospectus required by Section 10(a)
(3) of the Securities Act of 1933;

                   (ii)   To reflect in the prospectus any facts or events
arising after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in
the registration statement.

                   (iii)  To  include any material information with respect
to the plan of distribution not previously disclosed in the registration
statement or any material change to such information in the registration
statement; provided, however, that Paragraphs (a)(1)(i) and (a) (1)(ii) do
not apply if the registration statement is on Form S-3, Form S-8 or Form F-3,
and the information required to be included in a post-effective amendment by
this paragraphs is contained in periodic reports filed with or furnished to
the Commission by the registrant pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.

              (2)  That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

              (3)  To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.


         (b)  The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each filing of
the registrant's annual report pursuant to Section 13(a) or 15(b) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by referenced in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.


                    * * * * * * * * * * * * *


         (h)  Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable.  In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such issue.


      The Registrant.  Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8, and has caused this
registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the Town of Lancaster, State of New York on the
14th day of March, 2001.

                                   ECOLOGY AND ENVIRONMENT, INC.


                                   By: /s/ Gerhard J. Neumaier
                                       ------------------------
                                         Gerhard J. Neumaier,
                                         President


<PAGE>
      Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.

       Signature                    Title                    Date
-------------------------       -------------          ----------------


/s/ Gerhard J. Neumaier         President               March 14, 2001
----------------------------    (Chief Executive
    Gerhard J. Neumaier         Officer and Director)


/s/ Frank B. Silvestro          Executive               March 14, 2001
----------------------------    Vice-President
    Frank B. Silvestro          and Director


/s/ Gerald A. Strobel           Executive               March 14, 2001
----------------------------    Vice-President
    Gerald A. Strobel           and Director


/s/ Ronald L. Frank             Secretary,              March 14, 2001
----------------------------    Treasurer, Executive
    Ronald L. Frank             Vice-President of
                                Finance (Principal
                                Financial and
                                Accounting Officer)
                                and Director


/s/ Gerard A. Gallagher, Jr.    Director                March 14, 2001
----------------------------
    Gerard A. Gallagher, Jr.


/s/ Harvey J. Gross             Director                March 14, 2001
----------------------------
    Harvey J. Gross


/s/ Ross M. Cellino             Director                March 14, 2001
----------------------------
    Ross M. Cellino


/s/ Brent D. Baird              Director                March 14, 2001
----------------------------
    Brent D. Baird




<PAGE>
                          EXHIBIT INDEX
                           -------------
Exhibit                                                       Sequentially
Number                      Exhibit                           Numbered Page
-------                     -------                           -------------

4.3       Ecology and Environment, Inc.
          1998 Stock Award Plan and Amendments No. 1 and 2.         9

5         Opinion and consent of Gross,
          Shuman, Brizdle & Gilfillan, P.C.                        14

23.1      Consent of PricewaterhouseCoopers, LLP                   16

23.2      Consent of Gross, Shuman, Brizdle
          & Gilfillan, P.C. is included in
          the Opinion filed as Exhibit 5
          to this Registration Statement
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "secsgml_size_bytes": 13449}]
{"company-data": {"conformed-name": "ECOLOGY & ENVIRONMENT INC", "cik": "0000809933", "assigned-sic": "8711", "irs-number": "160971022", "state-of-incorporation": "NY", "fiscal-year-end": "0731"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-57028", "film-number": "1568199"}, "business-address": {"street1": "368 PLEASANTVIEW DR", "city": "LANCASTER", "state": "NY", "zip": "14086", "phone": "7166848060"}, "mail-address": {"street1": "368 PLEASANTVIEW DRIVE", "city": "LANCASTER", "state": "NY", "zip": "14086"}}
As Filed With the Securities and Exchange Commission
                         on March 14, 2001

                SECURITIES AND EXCHANGE COMMISSION
                      Washington, D.C. 20549

                             FORM S-8

                      REGISTRATION STATEMENT
                              UNDER
                    THE SECURITIES ACT OF 1933

                   ECOLOGY AND ENVIRONMENT, INC.
         --------------------------------------------------
         (Exact name of issuer as specified in its charter)

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

                     368 Pleasant View Drive
                     Lancaster, New York 10486
    ------------------------------------------------------------
    (Address of principal executive offices including  zip code)

                  ECOLOGY AND ENVIRONMENT, INC.
                      1998 Stock Award Plan
                  -----------------------------
                     (Full title of the plan)

                  Gerhard J. Neumaier, President
                  ECOLOGY AND ENVIRONMENT, INC.
                      368 Pleasant View Drive
                    Lancaster, New York 10486
             ---------------------------------------
             (Name and address of agent for service)

                          (716) 684-8060
   -------------------------------------------------------------
   (Telephone number, including area code, of agent for service)

_________________________________________________________________________
                            Copies to:

David H. Alexander, Esq.                  Ronald L. Frank, Executive V.P.
Gross, Shuman, Brizdle & Gilfillan, P.C.  Ecology and Environment, Inc.
465 Main Street, Suite 600                368 Pleasant view Drive
Buffalo, New York 14203                   Lancaster, New York 14086

                 CALCULATION OF REGISTRATION FEE

___________________________________________________________________________

                             Proposed       Proposed
Title of                     maximum        maximum
securities     Amount        offering       Aggregate   Amount of
to be          to be         price          offering    registration
registered     registered    per share (1)  price (1)   fee
______________________________________________________________________________

Class A
Common Stock,
$.0l par
value          112,000       $6.50          $728,000    $182.00

(1)  This calculation which is made solely for the purpose of determining the
amount of the registration fee, is made pursuant to Rule 457 and is based on
a price of $6.50 per share, the average of the high and low price of a share
of common stock on March 8, 2001, as reported on the American Stock Exchange.

                             PART II

        INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.
         ---------------------------------------

     The following documents filed by the Company with the Securities and
Exchange Commission (the "Commission") are hereby incorporated by reference
as of their respective dates:

      o   The Company's Annual Report on Form 10-K for the year ended
          July 31, 2000, as amended.

      o   The Company's Quarterly Report on Form 10-Q for the quarter
          ended October 28, 2000.

      o   The description of the Common Stock of E & E in the
          Registration Statement on Form 10 filed pursuant to the
          Exchange Act and all amendments and reports for the purpose of
          updating such description.

      All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Securities Exchange Act of 1934, as amended, after the
date hereof and prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which deregisters
all securities then remaining unsold, shall be deemed to be incorporated by
reference herein and to be a part hereof from the date of filing of such
reports and documents.

Item 4.  Description of Securities.

      Not Required.

Item 5.  Interests of Named Experts and Counsel.

      Not Required.

Item 6.  Indemnification of Directors and Officers.

      The Company currently has purchased officers and  directors liability
insurance. Subject to a $75,000 corporate reimbursement, the policy will
cover certain claims against officers and directors of the Company up to
$5,000,000.  Paragraph EIGHTH of the Company's Certificate of Incorporation
eliminates a director's personal liability to the Company or its shareholders
for damages for breach of fiduciary duty as a director to the fullest extent
permitted by New York law.

      The New York Business Corporation Law generally provides that a
corporation may indemnify a person who was made a party to any threatened or
pending proceeding (including a lawsuit) by reason of his position if he acted
in good faith and in a manner he reasonably believed to be in the best
interests of the corporation, and in certain cases may advance expenses
incurred in defending any proceeding.  To the extent that a director or
officer is successful on the merits in any proceeding as to which such person
is to be indemnified, the corporation must indemnify him against all expenses
incurred, including attorney's fees.  With respect to a derivative action,
indemnity may be made only with Court approval where the person seeking
indemnification has been found liable for gross negligence or misconduct in
the performance of his duty.

Item 7.  Exemption from Registration Claimed.

         Not Applicable.

Item 8.  Exhibits.
         --------

         Exhibit No.    Description
         -----------    -----------

         4.3            Ecology and Environment, Inc. 1998 Stock Award Plan
                        and Amendments No. 1 and 2.

         5              Opinion and consent of Gross, Shuman, Brizdle &
                        Gilfillan, P.C.

         23.1           Consent of PricewaterhouseCoopers, LLP
         23.2           Consent of Gross, Shuman, Brizdle  & Gilfillan, P.C.
                        is included in the Opinion filed as Exhibit 5 to this
                        Registration Statement

Item 9.  Undertakings.
         ------------

         (a)  The undersigned Registrant hereby undertakes:

              (1)  To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement;

                   (i)    To include any prospectus required by Section 10(a)
(3) of the Securities Act of 1933;

                   (ii)   To reflect in the prospectus any facts or events
arising after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in
the registration statement.

                   (iii)  To  include any material information with respect
to the plan of distribution not previously disclosed in the registration
statement or any material change to such information in the registration
statement; provided, however, that Paragraphs (a)(1)(i) and (a) (1)(ii) do
not apply if the registration statement is on Form S-3, Form S-8 or Form F-3,
and the information required to be included in a post-effective amendment by
this paragraphs is contained in periodic reports filed with or furnished to
the Commission by the registrant pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.

              (2)  That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

              (3)  To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

         (b)  The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each filing of
the registrant's annual report pursuant to Section 13(a) or 15(b) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by referenced in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

                    * * * * * * * * * * * * *

         (h)  Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable.  In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such issue.

      The Registrant.  Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8, and has caused this
registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the Town of Lancaster, State of New York on the
14th day of March, 2001.

                                   ECOLOGY AND ENVIRONMENT, INC.

                                   By: /s/ Gerhard J. Neumaier
                                       ------------------------
                                         Gerhard J. Neumaier,
                                         President
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.

       Signature                    Title                    Date
-------------------------       -------------          ----------------

/s/ Gerhard J. Neumaier         President               March 14, 2001
----------------------------    (Chief Executive
    Gerhard J. Neumaier         Officer and Director)

/s/ Frank B. Silvestro          Executive               March 14, 2001
----------------------------    Vice-President
    Frank B. Silvestro          and Director

/s/ Gerald A. Strobel           Executive               March 14, 2001
----------------------------    Vice-President
    Gerald A. Strobel           and Director

/s/ Ronald L. Frank             Secretary,              March 14, 2001
----------------------------    Treasurer, Executive
    Ronald L. Frank             Vice-President of
                                Finance (Principal
                                Financial and
                                Accounting Officer)
                                and Director

/s/ Gerard A. Gallagher, Jr.    Director                March 14, 2001
----------------------------
    Gerard A. Gallagher, Jr.

/s/ Harvey J. Gross             Director                March 14, 2001
----------------------------
    Harvey J. Gross

/s/ Ross M. Cellino             Director                March 14, 2001
----------------------------
    Ross M. Cellino

/s/ Brent D. Baird              Director                March 14, 2001
----------------------------
    Brent D. Baird
EXHIBIT INDEX
                           -------------
Exhibit                                                       Sequentially
Number                      Exhibit                           Numbered Page
-------                     -------                           -------------

4.3       Ecology and Environment, Inc.
          1998 Stock Award Plan and Amendments No. 1 and 2.         9

5         Opinion and consent of Gross,
          Shuman, Brizdle & Gilfillan, P.C.                        14

23.1      Consent of PricewaterhouseCoopers, LLP                   16

23.2      Consent of Gross, Shuman, Brizdle
          & Gilfillan, P.C. is included in
          the Opinion filed as Exhibit 5
          to this Registration Statement