Edgar Filing: VERITAS DGC INC

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 16, 2001

REGISTRATION NUMBER 333-56668

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

AMENDMENT NO. 1

FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

VERITAS DGC INC.
(Exact name of registrant as specified in its charter)

DELAWARE 76-0343152
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

10300 TOWN PARK
HOUSTON, TEXAS 77072
(832) 351-8300
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)

MR. ANTHONY TRIPODO
EXECUTIVE VICE PRESIDENT
VERITAS DGC INC.
10300 TOWN PARK
HOUSTON, TEXAS 77072
(832) 351-8300
(Name, address, including zip code, and telephone number including area code, of
agent for service)

Copies to:

MR. CHARLES H. STILL
FULBRIGHT & JAWORSKI L.L.P.
1301 MCKINNEY, SUITE 5100
HOUSTON, TEXAS 77010-3095
(713) 651-5151

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after this registration statement becomes effective.

If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]

If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, please check the following box. [X]

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act of 1933, please check the
following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. [ ]
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If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act of 1933, please check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
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If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.

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INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH
THE SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD
NOR MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION
STATEMENT BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN
OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE
ANY SALE OF THESE SECURITIES IN ANY STATE IN WHICH SUCH OFFER,
SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR
QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.

SUBJECT TO COMPLETION, DATED MARCH 16, 2001

PROSPECTUS

VERITAS DGC INC.

[VERITAS DGC INC. LOGO]

1,137,467 SHARES

COMMON STOCK, PAR VALUE $.01 PER SHARE

This prospectus relates to the offering of up to 1,137,467 shares of our
common stock, par value $.01 per share.

The selling stockholders named on page 7 of this prospectus hold the shares
of common stock offered hereunder.

We will not receive any of the proceeds from the sale of the shares by the
selling stockholders. We have agreed to bear all expenses, including
registration and filing fees, printing expenses and certain fees and
disbursements of our counsel and accountants (other than selling discounts and
commissions) in connection with the registration and sale of the shares being
offered by the selling stockholders. We have agreed to indemnify the selling
stockholders against certain liabilities, including liabilities under the
Securities Act of 1933, as amended (the "Securities Act").

Our common stock is listed on the New York Stock Exchange under the trading
symbol "VTS" and on the Toronto Stock Exchange under the symbol "VER." Any
common stock sold pursuant to this prospectus will be listed on those exchanges,
subject to official notice of issuance. On March 15, 2001 the last reported
sales price for our common stock on the New York Stock Exchange was $31.77 per
share.

SEE "RISK FACTORS" BEGINNING ON PAGE 4 OF THIS PROSPECTUS AND UNDER THE
SAME HEADING IN THE APPLICABLE PROSPECTUS SUPPLEMENT, IF ANY, BEFORE INVESTING
IN THE COMMON STOCK.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY OTHER REGULATORY BODY HAS
APPROVED OR DISAPPROVED OF THE SECURITIES TO BE DISTRIBUTED UNDER THIS
PROSPECTUS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
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TABLE OF CONTENTS

ABOUT THIS PROSPECTUS....................................... 1
ABOUT VERITAS DGC INC. ..................................... 1
RISK FACTORS................................................ 4
CAUTIONARY STATEMENT ABOUT FORWARD-LOOKING STATEMENTS....... 6
USE OF PROCEEDS............................................. 6
SELLING STOCKHOLDERS........................................ 7
DESCRIPTION OF CAPITAL STOCK................................ 8
PLAN OF DISTRIBUTION........................................ 11
LEGAL MATTERS............................................... 13
EXPERTS..................................................... 13
WHERE YOU CAN FIND MORE INFORMATION......................... 14
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE............. 14

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ABOUT THIS PROSPECTUS

This prospectus is part of a registration statement that we have filed with
the Securities and Exchange Commission using a "shelf" registration process.
Under the shelf registration process, the selling stockholders may, from time to
time, offer shares of our common stock that are owned by them. Each time the
selling stockholders offer common stock under this prospectus, they will provide
a prospectus supplement, if required, that will contain specific information
about the terms of that offering. The prospectus supplement may also add, update
or change information contained in this prospectus. You should read both this
prospectus and any prospectus supplement together with additional information
described in "Where You Can Find More Information" on page 14.

The selling stockholders may offer the common stock in amounts, at prices,
and on terms determined at the time of offering. The selling stockholders may
sell the common stock directly to you or through underwriters they select. If
the selling stockholders use underwriters to sell the common stock, we will name
them and describe their compensation in a prospectus supplement.

ABOUT VERITAS DGC INC.

GENERAL

We are a leading provider of integrated geophysical technologies to the
petroleum industry worldwide. Our customers include major, national and
independent oil and gas companies that utilize geophysical technologies to
achieve the following:

- Identify new areas where subsurface conditions are favorable for the
production of hydrocarbons.

- Determine the size and structure of previously identified oil and gas
fields.

- Optimize development and production of hydrocarbon reserves.

We acquire, process and interpret geophysical data and produce geophysical
surveys that are either 2D or 3D images of the subsurface geology in the survey
area. We also produce 4D surveys, which record fluid movement in the reservoir,
by repeating specific 3D surveys over time. Additionally, we are increasingly
using geophysical data for reservoir characterization to enable our customers to
maximize their recovery of oil and natural gas.

We conduct our data acquisition operations as follows:

- Offshore -- by crews operating from six vessels, including two Veritas
Viking flagships, which are among the most capable and efficient
geophysical vessels in the world. We charter five of the vessels and own
one.

- On land and in swamp and tidal areas -- by crews utilizing
technologically advanced equipment having combined 2D and 3D recording
capacity of 36,000 channels.

We conduct geophysical surveys on both a contract and a multi-client basis.
When operating on a contract basis, our customers purchase all rights to the
completed geophysical survey, including all related data and interpretive
manipulations of the data. When operating on a multi-client basis, we retain
ownership of the survey and all associated data and license the survey to
multiple customers. Historically, we have realized significantly higher
operating margins from our multi-client surveys than from surveys performed on a
contract basis. In line with current industry trends, multi-client survey
licensing constitutes a growing percentage of our revenues. The licensing of
multi-client surveys generated 52% of our revenues in fiscal 2000 compared to
41% of our revenues in fiscal 1999.

We process geophysical data at 19 data processing centers in 14 countries.
Three of these processing centers operate the latest NEC large-vector
supercomputers configured primarily for processing large-scale offshore surveys
and performing complex 3D imaging and pre-stack depth migrations. Pre-stack
depth

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migration techniques produce a more accurate image of subsurface geology,
particularly beneath obstructions such as the complex salt formations in the
Gulf of Mexico and subsurface basalt flows in the North Atlantic. Our processing
centers run our proprietary software using advanced data processing hardware
from Hewlett-Packard, Sun Microsystems and others.

With the launch of our four data visualization centers and the formation of
a new exploration services division in fiscal 2000, we now offer advanced 3D
data visualization, interpretation and reservoir characterization services. A
visualization center provides imaging tools for advanced interpretative
techniques, which enhances the understanding of regional geology and reservoir
modeling. Our visualization centers enable teams of geoscientists and engineers
to view huge volumes of 3D geophysical data in a collaborative environment,
significantly reducing the time required to identify drilling locations.

INDUSTRY CONDITIONS

Overall demand for geophysical technologies is dependent upon the level of
expenditures by oil and gas companies for exploration, production, development
and field management activities, which depends in part on present and expected
future oil and natural gas prices. Fiscal 2000 was characterized by a sharp
increase in both oil and natural gas prices. A strong global economy worked in
tandem with increased supply discipline on the part of OPEC producers to push
oil prices to much higher levels than in the previous few years. Natural gas in
North America also experienced a sharp rise in price as a strong U.S. economy
contributed to increasing demand. Management believes that higher oil and
natural gas prices, if sustained, will result in higher levels of spending for
geophysical services.

Over the past five years, worldwide demand for advanced geophysical
technologies, such as pre-stack depth migrations, increased rapidly. The greater
precision and improved subsurface resolution obtainable from 3D geophysical
data, combined with advanced processing techniques, has assisted oil and gas
companies in finding new fields and more accurately delineating existing
reservoirs. These technologies have improved drilling success rates and lowered
finding and field extension costs. Furthermore, improved 4D technology is also
enhancing production monitoring methodologies and the management of oil and gas
reservoirs. The recent advances in geophysical technologies, coupled with
improvements in drilling and completion techniques, are significantly enhancing
oil and gas companies' ability to explore for, develop and manage oil and gas
reserves cost-effectively.

OUR STRENGTHS

- Large Multi-Client Data Library in High Demand Regions. Our multi-client
data library includes more than three million line kilometers of
geophysical survey data, more than 65% of which was acquired within the
last three years. Approximately 95% of our data library is 3D. We have
focused data acquisitions for our multi-client data library on prime
exploration regions around the world. Our four major markets are the Gulf
of Mexico, offshore Southeast Asia, onshore North America and the North
Atlantic. Our focus on these high demand areas has enabled us to generate
significant revenues from our investment. In fiscal 2000, our
multi-client revenues were equal to 78% of our multi-client data library
investment at year-end. We believe this level of revenue generation
compared to our library investment is significantly higher than that of
our major competitors and that it is an important measure of the value of
our multi-client data library. Recently, we have added surveys to our
multi-client data library in the important exploration areas of Brazil,
Canada, West and North Africa and Australia.

- Focus on Leading Edge Technologies. We are a leader in the use of
innovative technology that allows for faster, higher quality acquisition,
processing and interpretation of large amounts of geophysical data. We
maintain our technological capabilities through ongoing research and
development, alliances with equipment manufacturers and by acquiring
technology under licenses from others.

- Strong Balance Sheet and Significant Financial Flexibility. We have a
conservative capital structure with $96 million in cash, $135 million in
long-term debt, and a debt-to-total capitalization

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ratio of 22% at January 31, 2001. Along with a revolving credit facility that
can provide cash advances up to $50 million, our strong balance sheet provides
us the financial flexibility and liquidity to support our operations and fund
planned capital spending.

- Experienced and Incentivized Management Team. Our senior management team
averages more than 20 years of experience in the oil field services
industry. A significant portion of the compensation for these executives,
as well as other key employees, is based on performance-related incentive
compensation and stock options.

OUR STRATEGY

Our objective is to enhance our position as a leading provider of
integrated geophysical technologies while maximizing earnings and cash flow on a
long-term basis. To achieve our objective, we are pursuing the following
business strategy:

- Expand Our Multi-Client Data Library. We continue to expand and
geographically diversify our multi-client data library to capture
increasing demand for licensed data. The high cost of acquiring and
processing geophysical data on an exclusive basis, particularly in
frontier areas, has prompted many oil and gas companies to increase their
licensing of multi-client surveys. Our multi-client data library has
tripled over the past three years and the licensing of multi-client data
has become a larger part of our business, increasing from approximately
30% of revenues in fiscal 1997 to 52% of revenues in fiscal 2000.
Historically, we have realized significantly higher operating margins
from our multi-client surveys than from surveys performed on a contract
basis.

- Invest in Leading Edge Technologies. We are continuing to invest in
advanced geophysical technologies that enhance and expand our ability to
acquire, process and interpret geophysical data. From the beginning of
fiscal 1995 through fiscal 2000, we invested over $370 million to
replace, substantially upgrade and expand our geophysical operating
assets. We have budgeted an additional $84 million of capital
expenditures for further expansions, enhancements and replacements in
fiscal 2001.

- Leverage Core Geophysical Technologies to Expand Business. We are
leveraging our core geophysical technologies to provide value-added
services to our customers, including pre-stack depth migrations and data
interpretation services, as well as reservoir characterization services,
utilizing new state-of-the-art data processing techniques and
visualization centers. These visualization centers, coupled with our
highly skilled and experienced geoscientists, form the core of our
exploration services group. We will continue to invest in the people and
technology required to develop value-added services.

- Maintain Conservative Balance Sheet and Financial Flexibility. We intend
to maintain a conservative financial structure in order to minimize the
impact of industry cycles on our earnings and cash flow. Our conservative
balance sheet and revolving credit facility will allow us to pursue our
strategy and capitalize on business opportunities while maintaining our
financial flexibility.

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RISK FACTORS

An investment in our common stock is subject to a number of risks,
including those discussed below. You should carefully consider these risks and
the other information included or incorporated by reference in this prospectus
and any prospectus supplement before deciding whether an investment in the
common stock is appropriate for you.

AS A PROVIDER OF GEOPHYSICAL TECHNOLOGIES, OUR BUSINESS IS SUBSTANTIALLY
DEPENDENT ON THE LEVEL OF CAPITAL EXPENDITURES BY OIL AND GAS COMPANIES.

Capital expenditures by oil and gas companies have tended in the past to
follow trends in the price of oil and natural gas, which have fluctuated widely
in recent years. In the current period of increased oil and natural gas prices,
however, capital expenditures by oil and gas companies have not increased as
rapidly as we would have expected. If there continues to be a sustained period
of substantially reduced capital expenditures by oil and gas companies, which
occurred in fiscal 1999 and fiscal 2000, the demand for geophysical technologies
likely will remain low and there will be an adverse effect on our results of
operations and cash flow during the affected period.

WEAK DEMAND OR TECHNOLOGICAL OBSOLESCENCE COULD IMPAIR THE VALUE OF OUR
MULTI-CLIENT DATA LIBRARY; CHANGES IN ACCOUNTING PRACTICES COULD AFFECT OUR
METHODS OF ACCOUNTING FOR OUR MULTI-CLIENT DATA LIBRARY.

We have invested significant amounts in acquiring and processing
multi-client data and expect to continue to do so for the foreseeable future.
There is no assurance that we will recover all the costs of such surveys.
Technological, regulatory or other industry or general economic developments
could render all or portions of our multi-client data library obsolete or reduce
its value.

In accordance with industry practice, we capitalize our investments in our
multi-client library and charge these investments to cost of services as sales
are made. Certain accounting authorities are reviewing accounting practices
relating to the capitalization of expenditures made in the development of
certain data bases, particularly in the context of "e-commerce" companies. We
cannot predict whether future accounting changes could adversely affect our
financial condition or results of operations.

WE ARE DEPENDENT ON ACHIEVING AND MAINTAINING TECHNOLOGICAL ADVANCES, WHICH
CREATES RISKS REGARDING TECHNOLOGICAL OBSOLESCENCE, REQUIREMENTS FOR SUBSTANTIAL
FUTURE CAPITAL EXPENDITURES, THE UNAVAILABILITY OF NECESSARY TECHNOLOGY AND THE
FAILURE OF NEW TECHNOLOGIES.

The development of geophysical data acquisition and processing equipment
has been characterized by rapid technological advancements in recent years. We
expect this trend to continue. We will be required to invest substantial capital
in the future to maintain our leading edge technology. Furthermore,
manufacturers of geophysical equipment may develop new systems that render our
equipment, even if recently acquired, obsolete or less desirable, requiring
significant additional capital expenditures. Since some of our competitors are
themselves leading designers and manufacturers of seismic equipment, we may not
have access to their technology. Even if critical new and advanced equipment is
available to us, we may not have funds available or be able to obtain necessary
financing on acceptable terms to acquire it. Further, any investment we may make
in a perceived technological advance may not be effective, economically
successful or otherwise accepted in the market.

WE FACE INTENSE COMPETITION IN OUR INDUSTRY, WHICH COULD ADVERSELY AFFECT OUR
RESULTS.

Competition among geophysical service providers historically has been, and
will continue to be, intense. Competitive factors in recent years have included
price, crew experience, equipment availability, technological expertise and
reputation for quality, safety and dependability. Some of our competitors
operate substantially more data acquisition crews than we do and have
significantly greater financial and other resources. These larger and
better-financed operators could enjoy an advantage over us in a competitive
environment for contract awards or data sales and in the development of new
technologies. The recent combination of our two largest competitors,
Schlumberger's geophysical operations and Baker

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Hughes' geophysical operations, created a single very large competitor. While we
cannot predict the effect of this combination on our business or on our ability
to compete successfully, the combined entity will have significant market power,
which may disadvantage us.

HIGH FIXED COSTS COULD RESULT IN OPERATING LOSSES.

Our business has high fixed costs. As a result, downtime or low
productivity due to reduced demand, weather interruptions, equipment failures or
other causes can result in significant operating losses. As technology continues
to change rapidly, low utilization rates may impact our ability to recover the
cost of necessary capital investments in a timely manner.

OUR REVENUES ARE SUBJECT TO FLUCTUATIONS THAT ARE BEYOND OUR CONTROL, WHICH
COULD ADVERSELY AFFECT OUR RESULTS OF OPERATIONS IN ANY FINANCIAL PERIOD.

Our operating results may, in the future, vary in material respects from
quarter to quarter. Factors that could cause variations include the timing of
the receipt and commencement of contracts for data acquisition, customers'
budgetary cycles, the timing of offshore lease sales and the effect of such
timing on the demand for geophysical activities, seasonal factors and the timing
of sales of geophysical data from our multi-client data library, which may be
significant to us and which are not typically made in a linear or consistent
pattern. Combined with our high fixed costs, these revenue fluctuations could
produce unexpected adverse results of operations in any financial period.

WE MAY BE UNABLE TO ATTRACT AND RETAIN KEY EMPLOYEES, WHICH COULD ADVERSELY
AFFECT OUR BUSINESS.

Our success depends upon attracting and retaining highly skilled
professionals and other technical personnel. A number of our employees are
highly skilled scientists and highly trained technicians, and our failure to
continue to attract and retain such individuals could adversely affect our
ability to compete in the geophysical services industry. We may confront
significant and potentially adverse competition for key personnel, particularly
during periods of increased demand for geophysical services. In addition, our
success will depend to a significant extent upon the abilities and efforts of
members of our senior management, the loss of whom could adversely affect our
business.

WE FACE RISKS ASSOCIATED WITH OUR FOREIGN REVENUE GENERATING ACTIVITIES.

Approximately 50% of our revenues are derived from foreign revenue
generating activities. As a result, a significant portion of our revenues are
denominated in foreign currencies. These revenues are impacted by foreign
currency fluctuations. In addition, net assets reflected on the balance sheets
of our foreign subsidiaries, and therefore on our consolidated balance sheet,
are subject to currency fluctuations. Foreign revenues are also subject to
special risks that may disrupt markets, including the risk of war, civil
disturbances, embargo and government activities. Revenue generating activities
in certain foreign countries may require prior United States government approval
in the form of an export license and otherwise be subject to tariffs and
import/export restrictions. There can be no assurance that we will not
experience difficulties in connection with future foreign revenues and, in
particular, adverse effects from foreign currency fluctuations.

WE OPERATE UNDER HAZARDOUS CONDITIONS THAT SUBJECT US TO RISK OF DAMAGE TO
PROPERTY OR PERSONAL INJURIES AND MAY INTERRUPT OUR BUSINESS.

Our seismic data acquisition activities involve operating under extreme
weather and other hazardous conditions. These operations are subject to risks of
loss to property and injury to personnel from fires, accidental explosions, ice
floes and high seas. Although we carry insurance against these risks in amounts
we consider adequate, these events could result in an interruption of our
business or significant liability. We may not obtain insurance against all risks
or for certain equipment located from time to time in certain areas of the
world.

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THE TRADING PRICE OF OUR SECURITIES COULD BE SUBJECT TO SIGNIFICANT
FLUCTUATIONS.

The trading price of our securities fluctuates. Factors such as
fluctuations in our financial performance, and that of our competitors, as well
as general market conditions could have a significant impact on the future
trading prices of our securities. The trading prices also may be affected by
weakness in oil prices, changes in interest rates, foreign exchange rates and
other factors beyond our control. These factors may have an adverse effect on
the trading price of our securities.

OUR BUSINESS IS SUBJECT TO GOVERNMENTAL REGULATION, WHICH MAY ADVERSELY AFFECT
OUR FUTURE OPERATIONS.

Our operations are subject to a variety of federal, provincial, state,
foreign and local laws and regulations, including environmental laws. We invest
financial and managerial resources to comply with these laws and related permit
requirements. Failure to timely obtain the required permits may result in crew
downtime and operating losses. Because laws and regulations change frequently,
we cannot predict the impact of government regulations on our future operations.
The adoption of laws and regulations that have the effect of curtailing
exploration by oil and gas companies could also adversely affect our operations
by reducing the demand for our geophysical services.

CERTAIN PROVISIONS OF OUR CHARTER, DELAWARE LAW AND OUR SHAREHOLDER RIGHTS PLAN
MAY MAKE IT DIFFICULT FOR A THIRD PARTY TO ACQUIRE US, EVEN IN SITUATIONS THAT
MAY BE VIEWED AS DESIRABLE BY OUR STOCKHOLDERS.

The General Corporation Law of the State of Delaware contains provisions
that may delay or prevent an attempt by a third party to acquire control of us.
Our certificate of incorporation and bylaws contain provisions that authorize
the issuance of preferred stock, and establish advance notice requirements for
director nominations and actions to be taken at stockholder meetings. These
provisions could also discourage or impede a tender offer, proxy contest or
other similar transaction involving control of us, even if viewed favorably by
stockholders. In addition, we have adopted a stockholder rights plan that would
likely discourage a hostile attempt to acquire control of us.

CAUTIONARY STATEMENT ABOUT FORWARD-LOOKING STATEMENTS

This prospectus and the documents incorporated by reference contain
forward-looking statements, within the meaning of Section 27A of the Securities
Act of 1933 and Section 21E of the Securities Exchange Act of 1934 ("Exchange
Act"). These statements include statements incorporated by reference to other
Veritas DGC documents filed with the SEC. Forward-looking statements include,
among other things, business strategy and expectations concerning industry
conditions, market position, future operations, margins, profitability,
liquidity and capital resources. Forward-looking statements generally can be
identified by the use of terminology such as "may," "will," "expect," "intend,"
"estimate," "anticipate" or "believe" or the negatives thereof. Although we
believe that the expectations reflected in such statements are reasonable, we
can give no assurance that such expectations will be correct. You are cautioned
not to place undue reliance on these forward-looking statements. Our operations
are subject to a number of uncertainties, risks and other influences, many of
which are outside our control and any one of which, or a combination of which,
could cause our actual results of operations to differ materially from the
forward-looking statements. Important factors that could cause actual results to
differ materially from our expectations are disclosed in "Risk Factors" and
elsewhere in this prospectus.

USE OF PROCEEDS

All sales of the common stock under this prospectus will be by or for the
account of the selling stockholders listed in the following section. We will not
receive any proceeds from the sale of the common stock by any of the selling
stockholders.

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SELLING STOCKHOLDERS

We have filed a registration statement on Form S-3 with the SEC, of which
this prospectus forms a part, pursuant to registration rights we granted to the
selling stockholders upon the issuance of their respective shares.

All of the shares of common stock offered under this prospectus are being
offered and sold by the selling stockholders listed in the table below. The
selling stockholders may offer pursuant to this prospectus only those shares of
common stock listed below. The shares of common stock reflected below in the
column entitled "Number of Shares Being Offered" are restricted securities
within the meaning of Rule 144 of the Securities Act because they were issued in
private placement transactions exempt from the registration requirements of the
Securities Act.

The shares of common stock reflected below in the column entitled "Number
of Shares Being Offered" were issued to the selling stockholders in connection
with our acquisition of all of the common and preferred stock of Reservoir
Characterization Research and Consulting, Inc. ("RC2") under an Agreement and
Plan of Merger dated January 15, 2001, among RC2, Veritas and one of our
subsidiaries. Upon closing of the Agreement and Plan of Merger, which occurred
February 2, 2001, RC2 became an indirect wholly owned subsidiary of Veritas. The
selling stockholders, who were stockholders of RC2 prior to the closing,
received 0.43778 shares of Veritas common stock for each share of common and
preferred stock of RC2 held prior to the closing. We are filing this
registration statement in accordance with registration rights we granted to the
selling stockholders under the Agreement and Plan of Merger.

No offer or sale under this prospectus may be made by a holder of the
shares of common stock, unless that holder is listed in the table below.

The selling stockholders may offer and sell, from time to time, any or all
of their common stock listed below by using this prospectus. Because the selling
stockholders may offer all or only some portion of the common stock listed in
the table, we cannot estimate the amount or percentage of these shares of common
stock that will be held by the selling stockholders upon termination of the
offering.

The information in the table reflects information as of January 31, 2001
with respect to the selling stockholders. Except as disclosed in the footnotes
to the table, no selling stockholder has held any position, office or other
material relationship with us or our affiliates during the past three years.

We prepared the table based on the information supplied to us by the
selling stockholders named in the table.

NUMBER OF SHARES OF NUMBER OF SHARES OF
COMMON STOCK NUMBER OF COMMON STOCK
BENEFICIALLY OWNED SHARES BEING BENEFICIALLY OWNED
NAME PRIOR TO THE OFFERING(1) OFFERED AFTER THE OFFERING(2)
---- ------------------------ -------------- ---------------------

First Reserve Fund VIII, L.P. ............. 442,924 442,924 - 0 -
Altira Technology Fund II LLC ............. 286,746 286,746 - 0 -
William M. Bashore......................... 77,050 77,050 - 0 -
Altira Technology Fund I, LLC.............. 87,556 87,556 - 0 -
Kevin P. Maturkanich....................... 65,099 65,099 - 0 -
Udo G. Araktingi........................... 47,105 47,105 - 0 -
Gabor Heinemann............................ 16,131 16,131 - 0 -
Zoltan Heinemann........................... 40,325 40,325 - 0 -
Jeffrey A. Meredith........................ 29,393 29,393 - 0 -
Tien-When Lo............................... 10,202 10,202 - 0 -
David C. Brock............................. 14,626 14,626 - 0 -
Judson Williams............................ 2,171 2,171 - 0 -
Ahmed Ouenes............................... 3,038 3,038 - 0 -
Diethard Kratzer........................... 8,065 8,065 - 0 -
Gilles Bourgault........................... 1,736 1,736 - 0 -
Anthony Kirkham............................ 3,473 3,473 - 0 -
Mo-Kiang Wang.............................. 434 434 - 0 -

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J. David Keller............................ 869 869 - 0 -
Indranil Barman............................ 131 131 - 0 -
Amit Sarkar................................ 131 131 - 0 -
Gary C. Robinson........................... 44 44 - 0 -
Ping Li.................................... 218 218 - 0 -
--------- --------- ----
Totals........................... 1,137,467 1,137,467 - 0 -

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(1) Beneficial ownership is determined in accordance with the rules of the SEC
and generally includes voting or investment power with respect to
securities. Unless otherwise indicated below, the persons and entities named
in the table have sole voting and sole investment power with respect to all
shares beneficially owned, subject to community property laws where
applicable.

(2) Assumes each selling stockholder sells all of the shares of common stock
offered under this prospectus.

DESCRIPTION OF CAPITAL STOCK

Our restated certificate of incorporation authorizes 40,000,000 ordinary
shares, par value $0.01 per share. Ordinary shares consist of common stock, a
series of Veritas Energy Services special voting stock, and a series of Enertec
special voting stock. Our restated certificate of incorporation also authorizes
1,000,000 shares of preferred stock, par value $0.01 per share.

COMMON STOCK

Voting Rights. The holders of the common stock are entitled to one vote
for each share held of record in the election of directors and on all other
matters submitted to a vote of stockholders. No pre-emptive rights, conversion
rights, redemption rights or sinking fund provisions are applicable to the
common stock. The common stock does not have cumulative voting rights.
Accordingly, the holders of more than 50% of the shares, including the
exchangeable shares described below, may elect all of the directors and, in that
event, the holders of the remaining shares will not be able to elect any
directors.

Dividends. Common stockholders may receive dividends when declared by the
board of directors. Dividends may be paid in cash, stock or another form.
However, certain of our existing debt agreements contain covenants that
currently restrict us from paying dividends.

Fully Paid. All outstanding shares of common stock are fully paid and
non-assessable. Any additional common stock we issue will also be fully paid and
non-assessable.

Other. We will notify common stockholders of any stockholders' meetings
according to applicable law. If we liquidate, dissolve or wind up our business,
either voluntarily or not, common stockholders will share equally in the assets
remaining after we pay our creditors and preferred stockholders.

Transfer Agent and Registrar. Our transfer agent and registrar is
ChaseMellon Shareholder Services, L.L.C., Dallas, Texas.

SPECIAL VOTING STOCK AND EXCHANGEABLE SHARES

Two shares of special voting stock of Veritas DGC are authorized and
outstanding as a series of common shares. One special voting share was issued in
connection with the combination of Digicon Inc. (Veritas DGC's former name) and
Veritas Energy Services Inc. in August 1996. The other special voting share was
issued in connection with the combination of Veritas DGC, Veritas Energy
Services and Enertec Resources Inc. in September 1999.

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These special voting shares possess a number of votes equal to the number
of outstanding Veritas Energy Services exchangeable shares and Veritas Energy
Services class A exchangeable shares, series 1 that are not owned by Veritas DGC
or any of its subsidiaries. Such exchangeable shares were issued to the former
shareholders of Veritas Energy Services and Enertec Resources in business
combinations with Veritas DGC. In any matter submitted to Veritas DGC
stockholders for a vote, each holder of a Veritas Energy Services exchangeable
share has the right to instruct a trustee as to the manner of voting for one of
the votes comprising the Veritas Energy Services special voting share for each
Veritas Energy Services exchangeable share owned by the holder. Likewise, in any
matter submitted to Veritas DGC stockholders for a vote, each holder of a
Veritas Energy Services class A exchangeable share, series 1 has the right to
instruct a trustee as to the manner of voting for one of the votes comprising
the Enertec special voting share for each Veritas Energy Services class A
exchangeable shares, series 1 owned by the holder. The Veritas Energy Services
exchangeable shares and the Veritas Energy Services class A exchangeable shares,
series 1 are convertible on a one-for-one basis into shares of the common stock
and, when coupled with the voting rights afforded by the special voting shares,
have rights virtually identical to Veritas DGC common stock.

PREFERRED STOCK

There are no shares of preferred stock presently outstanding. A series of
400,000 shares of preferred stock has been designated for use in connection with
the rights plan (the rights plan is explained below). Our board of directors
can, without approval of our stockholders, issue one or more series of preferred
stock. If we offer preferred stock, the board will determine the number of
shares and the rights, preferences and limitations of each series. These rights,
preferences and limitations may include:

- specific designations;

- number of shares;

- liquidation value;

- dividend rights;

- liquidation and redemption rights;

- voting rights;

- other rights, including conversion or exchange rights, if any; and

- any other specific terms.

In some cases, the issuance of preferred stock could delay a change in control
of Veritas DGC and make it harder to remove present management. Under certain
circumstances, preferred stock could also restrict dividend payments to holders
of our common stock.

RIGHTS PLAN

General. Under the rights plan, each share of Veritas DGC common stock and
each of the exchangeable shares described above has attached to it one right.
The right is represented by a certificate which is the same certificate
representing the Veritas DGC common stock. Each right entitles the registered
holder to purchase from Veritas DGC one one-thousandth of a share of series A
junior participating preferred stock of Veritas DGC ("series A preferred stock")
at a purchase price of $100. The purchase price is subject to adjustment. Until
the distribution date, the rights will be transferred with and only with the
Veritas DGC common stock certificates. The rights are not exercisable until
after the distribution date and are subject to termination of any extended
redemption periods described below. The rights expire at the close of business
on May 15, 2007, unless they are earlier redeemed by Veritas DGC. The holder of
unexercised rights has no rights as a stockholder of Veritas DGC, including,
without limitation, the right to vote or to receive dividends.

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Separation of Rights from Veritas DGC Common Stock. The rights will
separate from Veritas DGC common stock and a distribution date will occur upon
the earlier of two possible times. The first such time is ten business days
following a public announcement that a person or group of affiliated or
associated persons (an "acquiring person") has acquired, or has the right to
acquire, the ownership of 15% or more of the outstanding shares of Veritas DGC
common stock (the "stock acquisition date"). The second possible time is ten
business days following the commencement of a tender or exchange offer which
would result in a person or group owning 15% or more of such outstanding shares
of the Veritas DGC common stock (the "tender offer date"). The board of
directors of Veritas DGC may set a later tender offer date if a majority of the
continuing directors agree to do so and there are five continuing directors then
in office.

Continuing Director. A continuing director is any member of the board of
directors of Veritas DGC who was a member of the board on May 15, 1997, or who
was elected to the board after May 15, 1997 and was recommended or approved by a
majority of at least five continuing directors. An acquiring person, or an
affiliate or associate of an acquiring person, or such representative is not a
continuing director.

Triggering Events. Each holder of a right (other than the acquiring
person, certain related parties and transferees) will have the right to
purchase, upon exercise of a right, a number of one one-thousandth fractional
share interests in series A preferred stock determined by dividing the purchase
price by 50% of the then current market price of the common stock if, among
other things:

- Veritas DGC is the surviving corporation in a merger or other business
combination with an acquiring person; or

- any person shall become the beneficial owner of more than 15% of the
outstanding shares of the Veritas DGC common stock, except:

- pursuant to certain consolidations or mergers involving Veritas DGC or
sales or transfers of the combined assets or earning power of Veritas
DGC and its subsidiaries; or

- pursuant to an offer for all outstanding shares of the Veritas DGC
common stock at a price and upon terms and conditions which a majority
of the board of directors and a majority of the continuing directors
determine to be in the best interests of Veritas DGC and its
stockholders, and provided at least five continuing directors are then
in office.

Because of the nature of the voting, dividend and liquidation rights of the
series A preferred stock, each of the one-thousandth fractional share interests
in series A preferred stock should approximate the value of a share of Veritas
DGC common stock. Therefore, it is anticipated that the value of the series A
preferred stock purchased upon exercise of the rights will be approximately
twice the exercise price paid. For example, at the exercise price of $100 per
right, each right not owned by an acquiring person (or by certain related
parties and transferees) following a triggering event set forth above would
entitle its holder to purchase $200 worth of series A preferred stock for $100.
Assuming that the series A preferred stock had a per share market price of $40
at such time (with each one-thousandth share of series A preferred stock valued
at one share of common stock), the holder of each valid right would be entitled
to purchase five one one-thousandth shares of the series A preferred stock for
$100. Rights are not exercisable following the occurrence of any of the
triggering events described above until the rights are no longer redeemable by
Veritas DGC as described below. Notwithstanding any of the foregoing, following
the occurrence of any of the triggering events described in this paragraph, all
rights that are, or (under certain circumstances specified in the rights plan)
were, beneficially owned by any acquiring person will be null and void.

If at any time following the stock acquisition date:

- Veritas DGC is acquired in a merger or other business combination
transaction in which Veritas DGC is not the surviving corporation;

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- Veritas DGC is the surviving corporation in a consolidation or merger
pursuant to which all or part of the outstanding shares of Veritas DGC
common stock are changed into or exchanged for stock or other securities
of any other person or cash or any other property; or

- more than 50% of the combined assets or earning power of Veritas DGC and
its subsidiaries is sold or transferred (in each case other than certain
consolidations with, mergers with and into, or sales of assets or earning
power by or to subsidiaries of Veritas DGC as specified in the rights
agreement);

each holder of a right (except rights that previously have been voided as set
forth above) will have the right to exercise and receive common stock of the
acquiring company having a value equal to two times the exercise price of the
right. The events described in this paragraph and in the preceding paragraph are
referred to as the triggering events.

Redemption of Rights. At any time until ten business days following the
stock acquisition date, Veritas DGC may redeem the rights in whole, but not in
part, at a price of $0.001 per right. The Veritas DGC board may set a later date
to redeem the rights if a majority of the continuing directors then in office
agree. Redemption of the rights is payable in cash, shares of Veritas DGC common
stock or other consideration deemed appropriate by the board of directors.
Rights may not be redeemed during the 180 day period after any person becomes an
acquiring person unless the redemption is approved by a majority of continuing
directors.

Anti-takeover Effects. The rights have certain anti-takeover effects. They
may reduce or eliminate:

- two-tiered or other partial offers that do not offer fair value for all
Veritas DGC common stock;

- the accumulation by a third party of 15% or more of the Veritas DGC
common stock in open-market or private purchases in order to influence or
control the business and affairs of Veritas DGC without paying an
appropriate premium for a controlling position in Veritas DGC; and

- the accumulation of shares of Veritas DGC common stock by third parties
in market transactions for the primary purpose of attempting to cause
Veritas DGC to be sold.

The rights will also cause the substantial dilution of shareholder voting
strength to a person or group that attempts to acquire Veritas DGC in a manner
defined as a triggering event. This is not so if the acquiring person's offer is
conditioned on a substantial number of rights being acquired. The rights should
not affect any prospective offeror who is willing:

- to make an offer for all outstanding shares of Veritas DGC common stock
and other voting securities at a price and terms that are in the best
interests of Veritas DGC and its stockholders as determined by the board
of directors; or

- to negotiate with the board of directors because as part of any
negotiated transaction the rights would either be redeemed or otherwise
made inapplicable to the transaction.

The rights should also not interfere with any merger or other business
combination approved by the board of directors since the board may, at its
option, choose to redeem all, but not less than all, of the then outstanding
rights at the $.001 redemption price. The board may exercise this option at any
time until ten business days following the stock acquisition date.

PLAN OF DISTRIBUTION

To our knowledge, no selling stockholder has entered into any agreement,
arrangement or understanding with any particular broker or market maker with
respect to the shares of common stock offered hereby, nor do we know the
identity of the brokers or market makers that will participate in the sale of
the shares. As used in this prospectus, the term "selling stockholders" includes
donees and pledgees selling shares received from a named selling stockholder
after the date of this prospectus.

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Who may sell, how much and applicable restrictions. The selling
stockholders may from time to time offer the shares of common stock listed in
the preceding section through brokers, dealers or agents who may receive
compensation in the form of discounts, concessions or commissions from the
selling stockholders and/or the purchasers of the shares of common stock for
whom they may act as agent. In effecting sales, broker-dealers that are engaged
by the selling stockholders may arrange for other broker-dealers to participate.
The selling stockholders and any such brokers, dealers or agents who participate
in the distribution of the shares of common stock may be deemed to be
underwriters, and any profits on the sale of the shares of common stock by them
and any discounts, commissions or concessions received by any such brokers,
dealers or agents might be deemed to be underwriting discounts and commissions
under the Securities Act. To the extent the selling stockholders may be deemed
to be underwriters, the selling stockholders may be subject to certain statutory
liabilities, including but not limited to, those specified in Sections 11, 12
and 17 of the Securities Act and Rule 10b-5 under the Exchange Act.

Manner of sales and applicable restrictions. The selling stockholders will
act independently of Veritas in making decisions with respect to the timing,
manner and size of each sale. These sales may be made over the New York Stock
Exchange or otherwise, at then prevailing market prices, at prices related to
prevailing market prices or at negotiated prices. The shares of common stock may
be sold according to one or more of the following methods:

- a block trade in which the broker or dealer so engaged will attempt to
sell the shares of common stock as agent but may position and resell a
portion of the block as principal to facilitate the transaction;

- purchases by a broker or dealer as principal and resale by such broker or
dealer for its account pursuant to this prospectus;

- an over-the-counter distribution in accordance with the Nasdaq rules;

- ordinary brokerage transactions and transactions in which the broker
solicits purchasers; and

- privately negotiated transactions.

A selling stockholder may decide not to sell any shares. We cannot assure
you that any selling stockholder will use this prospectus to sell any or all of
the shares. Any shares covered by this prospectus that qualify for sale pursuant
to Rule 144 of the Securities Act may be sold under Rule 144 rather than
pursuant to this prospectus. In addition, a selling stockholder may transfer,
devise or gift the shares by other means not described in this prospectus.

Some persons participating in this offering may engage in transactions that
stabilize, maintain or otherwise affect the price of our common stock, including
the entry of stabilizing bids or syndicate covering transactions or the
imposition of penalty bids. The selling stockholders and any other person
participating in such distribution will be subject to applicable provisions of
the Exchange Act and the rules and regulations thereunder including, without
limitation, Regulation M, which regulation may limit the timing of purchases and
sales of any of the shares of common stock by the selling stockholders and any
other person. The anti-manipulation rules under the Exchange Act may apply to
sales of shares of common stock in the market and to the activities of the
selling stockholders and their affiliates. Furthermore, Regulation M of the
Exchange Act may restrict the ability of any person engaged in the distribution
of the shares of common stock to engage in market-making activities with respect
to the particular shares of common stock being distributed for a period of up to
five business days prior to the commencement of such distribution. All of the
foregoing may affect the marketability of the shares of common stock and the
ability of any person or entity to engage in market-making activities with
respect to the shares of common stock.

Rules 101 and 102 of Regulation M under the Exchange Act, among other
things, generally prohibit certain participants in a distribution from bidding
for or purchasing for an account in which the participant has a beneficial
interest, any of the securities that are the subject of the distribution. Rule
104 of

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Regulation M governs bids and purchases made to stabilize the price of a
security in connection with a distribution of the security.

Hedging and other transactions with broker-dealers. In connection with
distributions of the shares of common stock or otherwise, the selling
stockholders may enter into hedging transactions with broker-dealers. In
connection with these transactions, broker-dealers may engage in short sales of
the shares of common stock registered hereunder in the course of hedging the
positions they assume with selling stockholders. The selling stockholders may
also sell shares of common stock short and redeliver the shares of common stock
to close out such short positions. The selling stockholders may also enter into
option or other transactions with broker-dealers which require the delivery to
the broker-dealer of the shares of common stock registered hereunder, which the
broker-dealer may resell or otherwise transfer pursuant to this prospectus.
Selling stockholders may also loan or pledge the shares of common stock
registered hereunder to a broker-dealer and the broker-dealer may sell the
shares of common stock so loaned or, upon a default, the broker-dealer may
effect sales of the pledged shares of common stock pursuant to this prospectus.

Expenses associated with registration. We have agreed to pay the expenses
of registering the shares of common stock under the Securities Act, including
registration and filing fees, printing expenses, administrative expenses and
certain legal and accounting fees. Each of the selling stockholders will bear
its pro rata share of all discounts, commissions or other amounts payable to
underwriters, dealers or agents as well as fees and disbursements for legal
counsel retained by any selling stockholder.

Indemnification. We have agreed to indemnify each of the selling
stockholders against specified liabilities in connection with the offering of
the shares of common stock, including liabilities arising under the Securities
Act.

Prospectus updates and suspension of this offering. At any time a
particular offer of the shares of common stock is made, a revised prospectus or
prospectus supplement, if required, will be distributed. A prospectus supplement
or post-effective amendment will be filed with the SEC to reflect the disclosure
of required additional information with respect to the distribution of the
shares of common stock. Under the terms of the agreement giving rise to the
selling stockholders being permitted to include their shares in this prospectus,
we may suspend the period of sale or distribution of the shares for up to four
30-day periods when we reasonably believe that the sale or distribution of
shares under this prospectus would adversely affect a pending or proposed public
offering of our securities, an acquisition, merger, recapitalization,
consolidation, reorganization or similar transaction relating to us or
negotiations, discussions or pending proposals with respect thereto or would
require premature disclosure of information not otherwise required to be
disclosed to our potential detriment.

LEGAL MATTERS

Unless otherwise specified in a prospectus supplement relating to the
common stock, certain legal matters with respect to the validity of the common
stock offered hereby will be passed upon for us by Fulbright & Jaworski L.L.P.,
Houston, Texas and for the underwriters, if any, by counsel to be named in the
appropriate prospectus supplement, if a supplement is required.

EXPERTS

The consolidated financial statements incorporated in this prospectus by
reference to the Annual Report on Form 10-K of Veritas DGC Inc. for the year
ended July 31, 2000, have been so incorporated in reliance on the report of
PricewaterhouseCoopers LLP, independent accountants, given on the authority of
said firm as experts in auditing and accounting.

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WHERE YOU CAN FIND MORE INFORMATION

We have filed with the SEC a registration statement on Form S-3 registering
the shares of common stock offered by the selling stockholders. This prospectus,
which is a part of the registration statement, omits certain information
included in the registration statement.

You may read and copy the registration statement, including the attached
exhibits, and any reports, statements or other information that we file at the
SEC's public reference room in Washington, D.C. You may also obtain information
about Veritas DGC from the following regional offices of the SEC: Northwestern
Atrium Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661; and
7 World Trade Center, 13th Floor, New York, New York 10048. Veritas DGC
maintains an Internet site at http://www.veritasdgc.com that contains
information about its business.

We file annual reports, quarterly reports, proxy statements and other
information with the SEC. Please call the SEC at 1-800-SEC-0330 for further
information on the operation of the public reference rooms. Copies of such
material can be obtained by mail from the Public Reference Section of the SEC at
450 Fifth Street, N.W., Judiciary Plaza, Washington, D.C. 20549 at prescribed
rates. Our SEC filings are also available to the public on the SEC's home page
on the Internet at http://www.sec.gov.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

This prospectus incorporates documents by reference that are not presented
in or delivered with it. This means that Veritas DGC can disclose certain
information by referring a reader to certain documents. These documents (other
than exhibits to such documents unless specifically incorporated by reference)
are available, without charge, upon written or oral request directed to Larry L.
Worden, Veritas DGC Inc., at Veritas DGC's principal executive offices located
at 10300 Town Park, Houston, Texas 77072; telephone (832) 351-8300.

The following documents, which have been filed by Veritas DGC with the SEC
pursuant to the Exchange Act (File No. 1-7427), are incorporated in this
prospectus by reference and shall be deemed to be a part hereof:

(a) Annual Report on Form 10-K for the year ended July 31, 2000;

(b) Current Reports on Form 8-K, filed October 6, 2000, and January
18, 2001;

(d) All documents filed by Veritas DGC with the SEC pursuant to
sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the
date of this prospectus and prior to the termination of the offering of
securities by this prospectus.

Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this prospectus to the extent that a statement contained herein
or in any other subsequently filed document that also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this prospectus.

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PART II

INFORMATION NOT REQUIRED IN THE PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

The following table sets forth the estimated expenses in connection with
the distribution of the common stock covered by this registration statement. We
will bear all of the expenses except as otherwise indicated.

Registration fee under the Securities Act................. $9,820
Legal fees and expenses*.................................. 8,000
Accounting fees and expenses*............................. 2,500
Miscellaneous*............................................ 2,680
-------
Total........................................... $23,000

---------------

* Estimated solely for the purpose of this Item. Actual expenses may be more or
less.

ITEM 15. INDEMNIFICATION OF OFFICERS AND DIRECTORS.

Section 145 of the Delaware General Corporation Law permits a corporation
to indemnify any person who was or is a party or is threatened to be made a
party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative, by reason of the fact
that he is or was a director, officer, employee or agent of the corporation or
is or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise against expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred by him in
connection with such action.

In a suit brought to obtain a judgment in the corporation's favor, whether
by the corporation itself or derivatively by a stockholder, the corporation may
only indemnify for expenses, including attorney's fees, actually and reasonably
incurred in connection with the defense or settlement of the case, and the
corporation may not indemnify for amounts paid in satisfaction of a judgment or
in settlement of the claim. In any such action, no indemnification may be paid
in respect of any claim, issue or matter as to which such persons shall have
been adjudged liable to the corporation except as otherwise provided by the
Delaware Court of Chancery or the court in which the claim was brought. In any
other type of proceeding, the indemnification may extend to judgments, fines and
amounts paid in settlement, actually and reasonably incurred in connection with
such other proceeding, as well as to expenses (including attorneys' fees).

The statute does not permit indemnification unless the person seeking
indemnification has acted in good faith and in a manner he reasonably believed
to be in, or not opposed to, the best interest of the corporation and, in the
case of criminal actions or proceedings, the person had no reasonable cause to
believe his conduct was unlawful. There are additional limitations applicable to
criminal actions and to actions brought by or in the name of the corporation.
The determination as to whether a person seeking indemnification has met the
required standard of conduct is to be made (i) by a majority vote of a quorum of
disinterested members of the board of directors, or (ii) by independent counsel
in a written opinion, if such a quorum does not exist or if the disinterested
directors so direct, or (iii) by the stockholders.

The Restated Certificate of Incorporation (with Amendments) and Bylaws of
Veritas DGC require Veritas DGC to indemnify Veritas DGC's directors and
officers to the fullest extent permitted under Delaware law. In addition,
Veritas DGC has entered into indemnification agreements with each of its
officers and directors providing for indemnification to the fullest extent
permitted under Delaware law. Veritas DGC's Restated Certificate of
Incorporation (with Amendments) limits the personal liability of a director to
Veritas DGC or its stockholders to damages for breach of the director's
fiduciary duty.

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Veritas DGC has purchased insurance on behalf of its directors and officers
against certain liabilities that may be asserted against, or incurred by, such
persons in their capacities as directors or officers of the Registrant, or that
may arise out of their status as directors or officers of the registrant,
including liabilities under the federal and state securities laws.

ITEM 16. EXHIBITS

EXHIBIT
NUMBER DESCRIPTION
------- -----------

3-A -- Restated Certificate of Incorporation with amendments of
Veritas DGC Inc. dated August 30, 1996. (Exhibit 3.1 to
Veritas DGC Inc.'s Current Report on Form 8-K dated
September 16, 1996 is incorporated herein by reference.)
3-B -- Certificate of Ownership and Merger of New Digicon Inc.
and Digicon Inc. (Exhibit 3-B to Digicon Inc.'s
Registration Statement No. 33-43873 dated November 12,
1991 is incorporated herein by reference.)
3-C -- Certificate of Amendment to Restated Certificate of
Incorporation of Veritas DGC Inc. dated September 30,
1999. (Exhibit 3-D to Veritas DGC Inc.'s For 10-K for the
year ended July 31, 1999 is incorporated herein by
reference.)
3-D -- By-laws of Veritas DGC Inc. as amended and restated March
7, 2000 (Exhibit 3-E to Veritas DGC Inc.'s Form 10-Q for
the quarter ended January 31, 2000 is incorporated herein
by reference.)
4-A -- Specimen Veritas DGC Inc. Common Stock certificate.
(Exhibit 4-C to Veritas DGC Inc.'s Form 10-K for the year
ended July 31, 1996 is incorporated herein by reference.)
4-B -- Rights Agreement between Veritas DGC Inc. and ChaseMellon
Shareholder Services, L.L.C. dated as of May 15, 1997.
(Exhibit 4.1 to Veritas DGC Inc.'s Current Report on Form
8-K filed May 27, 1997 is incorporated herein by
reference.)
5* -- Opinion of Fulbright & Jaworski L.L.P.
23-A* -- Consent of PricewaterhouseCoopers LLP.
23-B* -- Consent of Fulbright & Jaworski L.L.P. (included in
Exhibit 5 to this Registration Statement.)
24* -- Power of attorney

---------------

* Previously filed.

ITEM 17. UNDERTAKINGS

We hereby undertake:

To file, during any period in which the offer or sale is being made, a
post-effective amendment to this registration statement:

- to include any prospectus required by Section 10(a)(3) of the Securities
Act,

- 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; notwithstanding the foregoing, any increase
or decrease in the volume of securities being offered (if the total
dollar value of securities being offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Securities and Exchange Commission pursuant to any deviation
from the low or high end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the Securities and
Exchange Commission pursuant to

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Rule 424(b) if, in the aggregate, the changes in volume and price
represent no more than a twenty percent (20%) change in the maximum
aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement, and

- to include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or in
any material change to such information in the registration statement;
provided, however, that the undertakings set forth in the previous two
clauses do not apply if the registration statement is on Form S-3 and the
information required to be included in a post-effective amendment by
those clauses is contained in periodic reports that we filed with or
furnished to the Securities and Exchange Commission pursuant to Section
13 or Section 15(d) of the Exchange Act that are incorporated by
reference in the registration statement.

That, for the purpose of determining any liability under the Securities
Act, 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.

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.

That, for purposes of determining any liability under the Securities Act,
each of our filings pursuant to Section 13(a) or Section 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference 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.

That, for purposes of determining any liability under the Securities Act,
the information omitted from the form of prospectus filed as part of a
registration statement in reliance upon Rule 430A and contained in a form of
prospectus filed by us pursuant to Rule 424(b)(1) or (4) or 497(h) under the
Securities Act shall be deemed to be part of this registration statement as of
the time it was declared effective.

That, for the purpose of determining any liability under the Securities
Act, each post-effective amendment that contains a form of prospectus 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.

Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to our directors, officers and controlling persons pursuant to
the foregoing provisions, or otherwise, Veritas has been advised that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by Veritas of expenses incurred or paid by
our director, officer, or controlling person 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, we will, unless in
the opinion of our counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question of whether such
indemnification by us is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.

II-3
21

SIGNATURES

Pursuant to the requirements of the Securities Act, we certify that we have
reasonable grounds to believe that we meet all of the requirements for filing on
Form S-3 and have duly caused this registration statement to be signed on our
behalf by the undersigned, thereunto duly authorized, in the City of Houston,
State of Texas on March 16, 2001.

VERITAS DGC INC.

By: /s/ LARRY L. WORDEN
----------------------------------
Larry L. Worden
Vice President, General Counsel
and Secretary

Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in their respective
capacities on March 16, 2001.

SIGNATURE TITLE
--------- -----

* Chairman of the Board and Chief Executive
--------------------------------------------- Officer, Director (principal executive
David B. Robson officer)

* Vice Chairman, Director
---------------------------------------------
Stephen J. Ludlow

* President and Chief Operating Officer
---------------------------------------------
Timothy L. Wells

/s/ MATTHEW D. FITZGERALD Executive Vice President, Chief Financial
--------------------------------------------- Officer and Treasurer (principal financial
Matthew D. Fitzgerald officer)

Director
---------------------------------------------
Clayton P. Cormier

* Director
---------------------------------------------
Lawrence C. Fichtner

* Director
---------------------------------------------
James R. Gibbs

* Director
---------------------------------------------
Steven J. Gilbert

Director
---------------------------------------------
Brian F. MacNeill

* Director
---------------------------------------------
Jan Rask

*By: /s/ LARRY L. WORDEN
-------------------------------
Larry L. Worden
Attorney-in fact

II-4
22

INDEX TO EXHIBITS

EXHIBIT
NUMBER DESCRIPTION
------- -----------

---------------

* Previously filed.