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                                                                      EXHIBIT 99

                                Veritas DGC Inc.
                             Audit Committee Charter

The audit committee is a committee of the board of directors. Its primary
function is to assist the board in fulfilling its oversight responsibilities by
reviewing the financial information which will be provided to the shareholders
and others, the systems of internal controls which management and the board of
directors have established, and the audit process.

It is RESOLVED, therefore, that the charter and powers of the Audit Committee of
the Board of Directors (the "Audit Committee") shall be:

o    Overseeing that management has maintained the reliability and integrity of
     the accounting policies and financial reporting and disclosure practices of
     the Company;

o    Overseeing that management has established and maintained processes to
     assure that an adequate system of internal control is functioning within
     the Company;

It is RESOLVED, that the Audit Committee shall have the following specific
powers and duties:

1.   Holding at least three regular meetings per year and such special meetings
     (at least one per year) as may be called by the Chairman of the Audit
     Committee or at the request of the independent accountants or the internal
     auditors, and including in such meetings members of management to provide
     information as needed;

2.   Reviewing the performance of the independent accountants and internal
     auditors and making recommendations to the Board of Directors regarding the
     appointment or termination of the independent accountants and internal
     auditors;

3.   Conferring with the independent accountants and the internal auditors
     concerning the scope of their examinations of the books and records of the
     Company and its subsidiaries; reviewing and approving the independent
     accountants' annual engagement letter; reviewing and approving the
     Company's internal audit plans and reports, annual audit plans and budgets;
     directing the special attention of the auditors to specific matters or
     areas deemed by the Committee or the auditors to be of special
     significance; and authorizing the auditors to perform such supplemental
     reviews or audits as the Committee may deem desirable;

4.   Reviewing with management, the independent accountants and internal
     auditors significant risks and exposures, audit activities and significant
     audit findings;

5.   Reviewing the range and cost of audit and non-audit services performed by
     the independent accountants;

6.   Reviewing the Company's audited annual financial statements and the
     independent accountants' opinion rendered with respect to such financial
     statements, including reviewing the nature and extent of any significant
     changes in accounting principles or the application thereof, and providing
     for the review of interim financial reports before they are filed with the
     SEC or other regulators;


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7.   Providing for review of the Company's quarterly earnings releases by the
     Chairman, or his designee, and reviewing the Company's annual fiscal year
     earnings release in a meeting of the full Audit Committee before such
     releases are made public;

8.   Through the internal audit process and the independent accountants,
     reviewing the adequacy of the Company's systems of internal control;

9.   Obtaining from the independent accountants and internal auditors their
     recommendations regarding internal controls and other matters relating to
     the accounting procedures and the books and records of the Company and its
     subsidiaries and reviewing the correction of controls deemed to be
     deficient;

10.  Providing an independent, direct communication between the Board of
     Directors, internal auditors and independent accountants;

11.  Reporting through its Chairman to the Board of Directors following the
     meetings of the Audit Committee such recommendations as the committee deems
     appropriate;

12.  Maintaining minutes or other records of meetings and activities of the
     Audit Committee;

13.  Conducting or authorizing investigations into any matters within the Audit
     Committee's scope of responsibilities, including retaining independent
     counsel, accountants, or others to assist it in the conduct of any
     investigation;

14.  Considering such other matters in relation to the financial affairs of the
     Company and its accounts, and in relation to the internal and external
     audit of the Company as the Audit Committee may, in its discretion,
     determine to be advisable;

15.  Meeting with the director of internal auditing, the independent accountant,
     and management in separate executive sessions to discuss any matters that
     the committee or these groups believe should be discussed privately with
     the audit committee;

It is RESOLVED, that the membership of the audit committee shall consist of at
least three independent members of the board of directors who shall serve at the
pleasure of the board of directors. Audit committee members and the committee
chairman shall be designated by the full board of directors upon the
recommendation of the nominating committee. Members of the audit committee shall
have a familiarity with basic finance and accounting practices and at least one
member of the committee shall have an accounting or financial management
background.

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