FORM 4 [ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Gross Michael C.		 2. Issuer Name and Ticker or Trading Symbol

ECOLOGY & ENVIRONMENT INC [ EEI ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__X__ Director                    _____ 10% Owner
_____ Officer (give title below)    _____ Other (specify below)
(Last)          (First)          (Middle)

4664 GREEN ROAD		 3. Date of Earliest Transaction (MM/DD/YYYY)

12/31/2019
(Street)

LOCKPORT, NY 14094
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

12/30/2019 
 6. Individual or Joint/Group Filing (Check Applicable Line)

_X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8) 		4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) 		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Class A Common Stock 12/31/2019  D(1)  6386 D$15.00 (1)0 D  
Class B Common Stock (2)12/31/2019  D(1)  5949 D$15.00 (1)0 I (3)Co-Trustee and 1/3 contingent remainderman of Trust that owns shares 
Class B Common Stock (2)12/31/2019  D  17500 D$15.00 (1)0 D (4) 
Class A Common Stock 12/31/2019  D  1376 D$15.00 (1)0 D  

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)		2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)		8. Price of Derivative Security
(Instr. 5)		9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
(1) On August 28, 2019 the Issuer entered into an Agreement and Plan of Merger (the"Merger Agreement")with WSP Global inc., a Canadian corporation (the "Parent") and Everest Acquisition Corp., a New York corporation and a direct subsidiary of the Parent) the "Merger Sub"). Pursuant to the terms of the Merger Agreement and the Merger (as defined in the Merger Agreement), each share of the Issuer's common stock (the "Company Common Stock") held by the Reporting Person was acquired, at a purchase price of $15.00 per share (the "Price Per Share") in cash
(2) Class B Common Stock is convertible one-for-one into Class A Common Stock
(3) Reporting Person is one of three co-trustees of an inter vivos trust established by his parents for their benefit that owns these shares of Class B Common Stock and is a one-third contingent remainder beneficiary of the Trust's assets which include a total of 17,848 of such shares of which he disclaims beneficial interest in 11,899 of those shares.
(4) Represents shares previously owned by Reporting Person as one of three co-Trustees of an inter vivos trust established by his father for the benefit of his mother, himself and his siblings that owned shares of Class B Common Stock. The Reporting Person was a one-third contingent remainder beneficiary of the trust's assets which included 52,500 of such shares of whch he disclaimed beneficial intest in 35,000 of those shares. As Reporting person's mother passed away on June 3, 2019, the 17,500 shares were distributed by the trust and are now owned directly by the Reporting Person.
Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Gross Michael C.
4664 GREEN ROAD
LOCKPORT, NY 14094		X
Signatures
Michael C. Gross1/2/2020
**Signature of Reporting PersonDate
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