UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Amendment No. 28)* 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) November 2, 2004 _______________________ (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). SCHEDULE 13D Amendment No. 28 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 192,400 BY EACH REPORTING PERSON WITH 8. SHARED VOTING POWER -0- 9. SOLE DISPOSITIVE POWER 192,400 10. SHARED DISPOSITIVE POWER -0- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 192,400 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ____ 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.871% 14. TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13D Amendment No. 28 INTRODUCTION The ownership of shares ("Shares") of Class A Common Stock of the Issuer was previously reported by the Reporting Persons in Schedule 13D, as amended. The Cover Page for one of the Reporting Persons is hereby amended as shown in this Amendment No. 28. Item 5 is hereby amended as shown in this Amendment No. 28. All other Items remain unchanged from the previous filings of Schedule 13D, as amended. 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 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 436,400 Shares of Class A common stock: Percentage of Number Of Outstanding Shares Held in the Name of Shares Security (1) Brent D. Baird 10,000 0.409% The Cameron Baird Foundation 193,000 7.895% First Carolina Investors, 192,400 7.871% Inc. Bridget B. Baird, Successor Trustee (2) 26,900 1.100% Jane D. Baird 14,100 0.577% _______ ______ TOTAL 436,400 17.852% (1) The foregoing percentages assume that the number of Class A Common Shares of the Issuer outstanding is 2,444,445 Shares, as reported in the Issuer's 10-K for the fiscal year ended 7/31/04 as of 9/30/04. (2) The income beneficiary of said trust is Jane D. Baird. The remainder beneficiaries of said trust are the issue of Jane D. Baird. (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 sales of the Shares were effected during the past sixty days: Price/Share (in Number of Dollars Commissions Sale In The Name Of Date Shares not included) First Carolina 11/1/04 16,000 9.00 Investors 11/2/04 10,000 8.963 11/3/04 2,000 8.90 11/4/04 5,400 8.45 11/5/04 24,000 8.46083 11/8/04 7,000 8.75 The transactions were effected through open-market sales. (d) Not applicable (e) Not applicable SIGNATURES After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct. DATED this 9th day of November, 2004. FIRST CAROLINA INVESTORS, INC. By: s/Brent D. Baird Brent D. Baird, Chairman