As Filed With the Securities and Exchange Commission on February                     , 2006

Registration No. 333- _______

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

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 14086-1397
(Address of principal executive offices including zip code)

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

Gerhard J. Neumaier, President
ECOLOGY AND ENVIRONMENT, INC.
368 Pleasant View Drive
Lancaster, New York 14086-1397
(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 (1)

per share (2)

price (2)

fee

Class A Common Stock, $.0l par value

88,000

$9.58

$843,040

$90.21

(1) This Registration Statement also includes an indeterminate number of additional shares of Class A Common Stock of the Registrant which may be issuable pursuant to the Plan as a result of stock splits, stock dividends or similar transactions in accordance with Rule 416 under the Securities Act of 1933.

(2) 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 $9.58 per share, the average of the high and low price of a share of common stock on February 2, 2006, as reported on the American Stock Exchange.

 

 

STATEMENT PURSUANT TO GENERAL INSTRUCTION E

     The purpose of this Registration Statement on Form S-8 (the “Registration Statement”) is to register 88,000 additional shares of Class A Common Stock of Ecology and Environment, Inc. (the “Registrant”) reserved for issuance under the Registrant’s 1998 Stock Award Plan, as amended (the “Plan”). In accordance with General Instruction E of Form S-8, the contents of the Registrant’s Registration Statement on Form S-8 (Registration No. 333-30085) relating to the Plan are incorporated by reference into this Registration Statement.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8. Exhibits.

Exhibit No.		Description
4.5		Ecology and Environment, Inc. 1998 Stock Award Plan — Amendment No. 4 *
5.1		Opinion and Consent of Gross, Shuman, Brizdle & Gilfillan, P.C. *
23.1		Consent of PricewaterhouseCoopers, LLP *
23.2		Consent of Schneider Downs & Co., Inc.*
23.3		Consent of Gross, Shuman, Brizdle & Gilfillan, P.C. is included in the Opinion filed as Exhibit 5.1 to this Registration Statement

SIGNATURES

     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 Form S-8 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 7^th day of February, 2006.

  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
Gerhard J. Neumaier		President, (Chief Executive Officer) and Director		February 7, 2006
/s/ Frank B. Silvestro
Frank B. Silvestro		Executive Vice-President and Director		February 7, 2006
/s/ Gerald A. Strobel
Gerald A. Strobel		Executive Vice-President and Director		February 7, 2006
/s/ Ronald L. Frank
Ronald L. Frank		Secretary, Treasurer, Executive Vice-President of Finance (Principal Financial and Accounting Officer) and Director		February 7, 2006

/s/ Gerard A. Gallagher, Jr.
Gerard A. Gallagher, Jr.		Director		February 7, 2006
/s/ Harvey J. Gross
Harvey J. Gross		Director		February 7, 2006
/s/ Ross M. Cellino
Ross M. Cellino		Director		February 7, 2006
/s/ Timothy Butler
Timothy Butler		Director		February 7, 2006

EXHIBIT INDEX

Exhibit				Sequentially
Number		Exhibit		Numbered Page
4.5		Ecology and Environment, Inc. 1998 Stock Award Plan — Amendment No. 4			8
5.1		Opinion and Consent of Gross, Shuman, Brizdle & Gilfillan, P.C.			9
23.1		Consent of PricewaterhouseCoopers, LLP			11
23.2		Consent of Schneider Downs & Co., Inc.			12
23.3		Consent of Gross, Shuman, Brizdle & Gilfillan, P.C. is included in the Opinion as filed as Exhibit 5.1 to this Registration Statement