Schedule 13G/A
(Amendment No. 17)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INFORMATION TO BE INCLUDED IN STATEMENTS
FILED PURSUANT TO RULES 13d-1(b) and (c)
AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(b)
Ecology and Environment, Inc.
-----------------------------
(Name of Issuer)
Class A Common Stock
(Class B Common Stock is Convertible into Class A
Common Stock on a one for one basis
--------------------------------------------------
(Title of Class of Securities)
278878 10 3
--------------
(CUSIP Number)
The information required in 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).
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CUSIP NO.: 278878 10 3
1) Name of Reporting Persons
Ronald L. Frank
2) Check the Appropriate Box if a Member of a Group.
Not Applicable
3) Securities and Exchange Commission use only
4) Citizenship or Place of Organization.
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY REPORTING PERSON WITH:
------------------------------------------------------------
5) Sole Voting Power Class A(1) Class B(2)
---------- ----------
198,334 180,919
6) Shared Voting Power Class A Class B
---------- ----------
18,625 18,625
7) Sole Dispositive Power Class A Class B
---------- ----------
17,415 -0-
8) Shared Dispositive Power (3) Class A(1) Class B(2)
---------- ----------
199,544 199,544
(1) Class B Stock is convertible into Class A Stock on a
one for one basis.
(2) Includes 18,625 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 2,515 shares of Class A
Common Stock owned by Mr. Frank's individual retirement
account and 8,900 shares of Class A Common Stock owned
by Mr. Frank's 401(k) plan account. Does not include
any shares owned by Mr. Frank's children
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(3) Messrs. Gerhard J. Neumaier, Frank B. Silvestro, Ronald
L. Frank and Gerald A. Strobel entered into a
Stockholders' Agreement in 1970 which governs the sale
of certain shares of Class B Common Stock owned by
them, certain members of their families and a former
spouse. The Agreement provides that prior to accepting
a bona fide offer to purchase all or any part of those
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.
9) Aggregate Amount Beneficially Owned by Reporting Person:
Class A Class B
------- -------
216,959 199,544
10) Check box if the aggregate amount in Row 9 excludes
certain shares. [ ]
11) Percent of Class Represented by Amount in Row 9:
Class A Class B
Common Stock Common Stock
------------ ------------
8.3% 12.1%
12) Type of Reporting Person:
Individual
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
Schedule 13G
Under the Securities Exchange Act of 1934
Item 1(a): Name of Issuer:
Ecology and Environment, Inc.
Item 1(b): Address of Issuer's Principal Executive Offices:
368 Pleasant View Drive, Lancaster, New York
Item 2(a): Name of Person Filing:
Ronald L. Frank
Item 2(b): Address of Principal Business Office:
368 Pleasant View Drive, Lancaster, New York
Item 2(c): Citizenship:
United States
Item 2(d): Title of Class of Securities:
Class A Common Stock (Class B Common Stock is
convertible into Class A Stock on a one for
one basis)
Item 2(e): CUSIP Number:
278878 10 3
Item 3: Not Applicable
Item 4(a): Amount Beneficially Owned: (1)(2)(3)(4)(5)(6)
Class A Class B
------- -------
216,959 199,544
Item 4(b): Percent of Class:
Class A Class B
------- -------
8.3% 12.1%
Item 4(c)(i): Sole Power to Vote or to direct the vote -
Class A Class B
------- -------
198,334 180,919
Item 4(c)(ii): Shared Power to Vote or to direct the vote -
Class A Class B
------- -------
18,625 18,625
Item 4(c)(iii): Sole Power to dispose or to direct the
disposition of -
Class A Class B
------- -------
17,415 -0-
Item 4(c)(iv): Shared Power to dispose or to direct the
disposition of -
Class A Class B
------- -------
199,544 199,544
__________________
(1) Class B Stock is convertible into Class A Stock on a
one for one basis.
(2) The Filing Person is deemed to be the beneficial owner
of securities that may be acquired with 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 does not give effect
to any shares of Class A Common Stock that may be
issued pursuant to the Company's Incentive Stock Option
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Plan, none of which have been granted to the Filing
Person.
(3) Does not include 81,007 shares (45,550 shares of Class
A Common Stock and 35,457 shares of Class B Common
Stock) owned by the Company's Defined Contribution Plan
of which Messrs. Gerhard J. Neumaier, Frank B.
Silvestro, Ronald L. Frank, and Gerald A. Strobel
constitute four of five Trustees.
(4) Messrs. Gerhard J. Neumaier, Frank B. Silvestro, Ronald
L. Frank and Gerald A. Strobel entered into a
Stockholders' Agreement in 1970 which governs the sale
of certain shares of Class B Common Stock owned by
them, certain members of their families and a former
spouse. The Agreement provides that prior to accepting
a bona fide offer to purchase all or any part of those
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
share covered by the offer on the same terms and
conditions proposed by the offer.
(5) There are 2,418,968 shares of Class A Common Stock
outstanding and 1,643,045 shares of Class B Common
Stock outstanding as of December 31, 2005.
(6) Includes 18,625 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 2,515 shares of Class A
Common Stock owned by Mr. Frank's individual retirement
account and 8,900 shares of Class A Common Stock owned
by Mr. Frank's 401(k) plan account. Does not include
any shares owned by Mr. Frank's children.
Item 5: Ownership of Five Percent or Less of a Class:
Not Applicable
Item 6: Ownership of More than Five Percent on Behalf of
Another Person:
Not Applicable
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Item 7: Identification and Classification of the
Subsidiary Which Acquired the Security Being
Reported on By the Parent Holding Company:
Not Applicable
Item 8: Identification and Classification of Members of
the Group:
Not Applicable
Item 9: Notice of Dissolution of Group:
Not Applicable
Item 10: Certification:
Not Applicable
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.
Date: February 14, 2006
Signature: /s/ RONALD L. FRANK
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Name/Title: RONALD L. FRANK, EXECUTIVE VICE PRESIDENT OF
FINANCE, SECRETARY, TREASURER AND DIRECTOR