UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

Form 10-K/A(Amendment No. 1)

|(Mark One)                              |  |                                                                                         
|--------------------------------------- |  | ----------------------------------------------------------------------------------------
|ý                                       |  | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934    
|For the fiscal year ended July 31, 2004
|OR                                     
|o                                       |  | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from            to

Commission file number 1-7427

Veritas DGC Inc.(Exact name of registrant as specified in its charter)

|Delaware(State or other jurisdiction of
incorporation or organization) |  | 76-0343152(I.R.S. Employer
Identification No.)
|---------------------------------------------------------------------- |  | ----------------------------------------------
|10300 Town Park
Houston, Texas(Address of principal executive offices) |  | 77072(Zip Code)                               

(832) 351-8300(Registrant's telephone number, including area code)

Securities
registered pursuant to Section 12(b) of the Act:

Title of Each Class

Name of Each Exchange on Which RegisteredCommon Stock, $.01 par value

New York Stock ExchangePreferred Stock Purchase Rights

New York Stock Exchange


Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes o No ý

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K. o

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Securities and Exchange Act of 1934).
Yes ý No o

The aggregate market value of the registrant's voting stock held by non-affiliates of the registrant was $412,830,734 as of January 30, 2004.

The
number of shares of the Company's common stock, $.01 par value, outstanding at March 31, 2005 was 33,849,816 (including 155,370 Veritas Energy Services Inc.
exchangeable shares which are identical to the Common Stock in all material respects).



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EXPLANATORY NOTE

In the course of preparing the Proxy Statement for the Annual Meeting of Stockholders to be held on June 22, 2005, we discovered that errors existed in the
Summary Compensation Table and in the Aggregated Option Exercises in Fiscal Year Table contained in "Item 11. Executive Compensation" of our original annual report on Form 10-K. As a
result, we have amended our original Form 10-K with this Form 10-K/A (Amendment No. 1) to correct those errors as well as certain misspellings and other immaterial mistakes in
Items 9B, 10, 11, and 12 in the original Form 10-K.

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ITEM 9B.Other Information

Global Management Incentive Plan

In June 2004, the compensation committee of our board of directors adopted the Global Management Incentive Plan and selected certain of our senior
executives, including executive officers, to participate in the new plan. The incentive plan is effective for the fiscal year commencing August 1, 2004 and subsequent years.

Under
the terms of the incentive plan, which is administered by the compensation committee, each participant is assigned a target bonus percentage that is a percentage of his or her
annual base salary. The target bonus percentages under the incentive plan for fiscal year 2005 range from 50% to 75% of annual base salary. Each participant is eligible to earn as incentive
compensation a percentage of his or her target bonus percentage not to exceed two times his or her annual target payout if certain financial and individual goals are met.

Financial
and individual goals under the incentive plan were set prior to the beginning of fiscal year 2005. In the case of participants who are officers or corporate personnel, 37.5% of
any performance award is conditioned upon the company attaining a specified threshold amount of profit before income taxes and 37.5% is conditioned upon the company attaining a specified threshold
amount of return on assets.(1) To earn the remaining 25% of the performance award, the participant must attain discrete business goals set by the chief executive officer or the chief
operating officer or, in the case of executive officers, by the compensation committee.

The
incentive plan provides that each participant will be paid a partial performance award, if earned, based on the financial results of the first six months of the fiscal year. It is
contemplated that mid-year awards will be made in March each year. The mid-year payment is calculated by multiplying the target incentive percentage times 75% (the portion of
the incentive associated with financial performance) times 50% times the percentage of the financial goal attained not to exceed 100%. The mid-year payment will not take the achievement of
individual
goals into accountthis has the practical effect of limiting the mid-year payment to 37.5% of the target payout.(2)

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1

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The
following table shows each executive officer's target bonus percentage, annual base salary as of August 1, 2004, and base salary after increases for certain executive officers
effective April 2, 2005:

Name

Title

Target
Payout

Base Salary as
of July 31, 2004

Base Salary as
of April 2, 2005Thierry Pilenko

Chairman and Chief Executive Officer

75
%
$
450,000

$
475,000Stephen J. Ludlow

Vice Chairman

50
%
$
265,021

$
280,000Timothy L. Wells

President and Chief Operating Officer

60
%
$
330,000

$
350,000Mark E. Baldwin

Executive Vice President, Chief Financial Officer and Treasurer

60
%
$
0
*
$
300,000Vincent M. Thielen

Vice President, Corporate Controller

50
%
$
180,300

$
180,300Larry L. Worden

Vice President, General Counsel and Secretary

50
%
$
225,000

$
240,000


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Key Contributor Incentive Plan

In June 2004, our compensation committee terminated the company's existing Key Contributor Incentive Plan (as amended and restated March 3, 2003)
and replaced it with a new plan also known as the Key Contributor Incentive Plan. The new key contributor plan is effective for the fiscal year commencing August 1, 2005 and subsequent years.

The
key contributor plan is administered by a management committee comprised of the company's chief executive officer, chief operating officer and vice president, human resources.
Participants in the key contributor plan include managerial and administrative personnel selected by the management committee. Officers and senior managers of the company are not eligible to
participate in the key contributor plan.

Each
participant in the key contributor plan is assigned a target bonus percentage that is a percentage of his or her annual base salary. The target bonus percentages under the key
contributor plan for fiscal year 2005 range from 5% to 35% of annual base salary. Each participant is eligible to earn as incentive compensation a percentage of his or her target incentive percentage
not to exceed two times his or her annual target payout if certain financial and individual goals are met.

Financial
and individual goals under the incentive plan were set prior to the beginning of fiscal year 2005. In the case of participants who are corporate personnel, 50% of any
performance award is conditioned upon the company attaining a specified threshold amount of profit before income taxes and 25% is conditioned upon the company attaining a specified threshold amount of
return on assets.(3) For division personnel, awards are conditioned upon division, rather than company, performance. To earn the remaining 25% of the performance award, the participant
must attain discrete business goals set by the participant's immediate supervisor.

The
incentive plan provides that each participant will be paid a partial performance award, if earned, based on the financial results of the first six months of the fiscal year. It is
contemplated that the mid-year award will be made in March each year. The mid-year payment is calculated by multiplying the target incentive percentage times 75% (the portion
of the incentive associated with financial performance) times 50% times the percentage of the financial goal attained, not to exceed 100%. The mid-year payment will not take the
achievement of individual goals into accountthis has the practical effect of limiting the mid-year payment to 37.5% of the target payout.

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2

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PART III

ITEM 10.Directors and Executive Officers of the Registrant

Directors

Certain information concerning each of our eight directors as of March 31, 2005, is set forth below:

Name

Principal Position
with Veritas DGC

Age

Director
Since

Member ofLoren K. Carroll

Director

61

2003

Audit committee; compensation committeeClayton P. Cormier

Director

72

1991

Audit committee (chairman)James R. Gibbs

Director

60

1997

Compensation committee; nominating and corporate governance committee (chairman)Stephen J. Ludlow

Director, Vice Chairman

54

1994Brian F. MacNeill

Director

65

1996

Compensation committee (chairman); nominating and corporate governance committeeThierry Pilenko

Director, Chairman and Chief Executive Officer

47

2004Jan Rask

Director

49

1998

Audit committee; nominating and corporate governance committeeDavid F. Work

Director

59

2004

Compensation committee


Loren K. Carrollis currently president and chief executive officer of M-I Swaco and is also executive vice president of Smith
International, Inc. Mr. Carroll also serves as a director of Smith International, Inc. and as a director of Fleetwood Enterprises, Inc. Mr. Carroll joined Smith
International in December 1984 as vice president and chief financial officer. In January 1988 he was appointed executive vice president and chief financial officer of Smith International
and served in that capacity until March 1989. Mr. Carroll then rejoined Smith International in 1992 as executive vice president and chief financial officer. Smith International holds a
60% interest in M-I Swaco.

Clayton P. Cormieris currently a financial and insurance consultant. Prior to that, Mr. Cormier was a senior vice president in the
oil and gas division of Johnson & Higgins, an insurance broker, from 1986 to 1991 and previously served as chairman of the board, president, and chief executive officer of Ancon Insurance
Company, S.A. and as an assistant treasurer of ExxonMobil Corp.

James R. Gibbsis chairman, president and chief executive officer of Frontier Oil Corporation, an oil refining and marketing company. He
has been chairman since January 1999, chief executive officer since 1992 and president since 1987. He has been employed there for twenty-two years. Mr. Gibbs is a director of
Frontier Oil Corporation and Smith International, Inc., an advisory director of Frost Bank-Houston, and a member of the Board of Trustees of Southern Methodist University.

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Stephen J. Ludlowbecame vice chairman of Veritas DGC in January 1999. From August 1996, upon consummation of the business
combination between Veritas DGC (formerly Digicon Inc.) and Veritas Energy Services until January 1999, he was president and chief operating officer of Veritas DGC Inc. He has
been employed by Veritas DGC for 33 years and served as president and chief executive officer of Veritas DGC from 1994 to 1996. Prior to 1994, he served as executive vice president of Veritas
DGC for four years following eight years of service in a variety of management positions with increasing levels of responsibility, including several years of service as the executive responsible for
operations in Europe, Africa and the Middle East.

Brian F. MacNeillis currently chairman of PetroCanada, an integrated oil and natural gas energy company and Dofasco Inc., a steel
producer. Prior to his retirement on January 1, 2001, he was president and chief executive officer of Enbridge Inc., a crude oil and liquids transportation and natural gas distribution
company, for more than five years. Mr. MacNeill is also a director of PetroCanada, Dofasco Inc., TELUS Corporation, West Fraser Timber Co., Ltd., Sears Canada Inc.,
Toronto-Dominion Bank, Western Oil Sands, Inc., and Legacy Hotel Real Estate Investment Trust.

Thierry Pilenkobecame chairman and chief executive officer and a director of Veritas DGC in March 2004. Prior to his appointment
and since 2001, Mr. Pilenko served as managing director of SchlumbergerSema, a Schlumberger Ltd. company located in Paris. From 1998-2001, he was president of Geoquest,
another Schlumberger Ltd. company located in Houston, Texas. Mr. Pilenko was employed by Schlumberger Ltd. and its affiliated companies in various parts of the world beginning in
1984 in a variety of progressively more responsible operating positions.

Jan Raskis currently president and chief executive officer and a director of TODCO, formerly known as R & B Falcon, and has held
that position since July 2002. From September 2001 to July 2002, he was
the Managing Director-Acquisitions and Special Projects of Pride International, Inc. and from July 1996 to September 2001, Mr. Rask was president, chief executive officer
and director of Marine Drilling Companies, Inc. Mr. Rask served as president and chief executive officer of Arethusa (Off-Shore) Limited from May 1993 until the
acquisition of Arethusa (Off-shore) Limited by Diamond Offshore Drilling, Inc. in May 1996. Mr. Rask joined Arethusa (Off-shore) Limited's principal
operating subsidiary in 1990 as its president and chief executive officer.

David F. Workis currently an oil and gas industry consultant. From 2001 until October 2003, he served as the chairman of Energy
Virtual Partners, Inc., a privately held company engaged in the business of managing under-resourced oil and gas properties. For more than five years prior to his retirement from
BP Amoco in October 2000, he served in various management capacities with Amoco and BP Amoco, including group vice president of exploration and, finally, as regional president in the
United States. Mr. Work currently also serves as a director of Edge Petroleum Corporation, CrystaTech, Inc. and TerraTek, Inc.

Executive Officers

Except as described under the heading "Employment Agreements" below, our executive officers serve at the pleasure of our board of directors and are subject to
annual appointment by our board of directors at its first meeting following each annual meeting of stockholders. In addition to Messrs. Pilenko and Ludlow, who are listed under "Directors" with
their biographical information, our executive officers include the following individuals as of March 31, 2005:

Timothy L. Wells, age 51, was appointed president and chief operating officer of Veritas DGC in January 1999. He has been employed
by Veritas DGC for nineteen years, having served as president of Veritas DGC's Asia Pacific division, regional manager of North and South American processing, manager of research and programming and
in various other capacities in North and South America.

4

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Mark E. Baldwin, age 51, was appointed executive vice president, chief financial officer and treasurer of Veritas DGC in
August 2004. Prior to his appointment and since 2003, Mr. Baldwin was an operating partner in First Reserve Corporation, a privately held oilfield services equity firm. From 2001 to
2002, he served as executive vice president and chief financial officer of Nexitraone, LLC, a privately held telecommunications company. From 1997 to 2001, Mr. Baldwin was chairman and chief
executive officer of Pentacon, Inc., then a publicly traded distributor of aerospace and industrial fasteners. For the seventeen years prior to 1997, Mr. Baldwin held a number of
progressively more responsible financial and operating positions with Keystone International, Inc., then a publicly traded manufacturer of flow control devices.

Vincent M. Thielen, age 44, was appointed vice president, corporate controller of Veritas DGC in September 2003. Prior to his
appointment, he had been employed by Veritas DGC for 4 years as corporate controller. Prior to that time, he served for eighteen years in various technical, operational and financial roles at
Baker-Hughes Incorporated.

Larry L. Worden, age 52, was appointed vice president, general counsel and secretary of Veritas DGC in December 1998. For ten years
prior to that time, Mr. Worden served as vice president, general counsel and secretary of King Ranch, Inc., a privately held Texas corporation. Prior to his employment with King
Ranch, Inc. he served as division counsel at National Gypsum Company and practiced law at two private law firms.

Audit Committee

Our board of directors has appointed a standing audit committee in accordance with the requirements of the Securities Exchange Act of 1934 and the New York Stock
Exchange. The members of the audit committee are Messrs Carroll, Cormier and Rask. The audit committee assists the board of directors in ensuring that our accounting and reporting practices are in
accordance with applicable requirements. Specifically, the audit committee annually reviews and recommends to our board of directors the firm to be engaged to audit the accounts of our company and its
subsidiaries. Additionally, the audit committee reviews with such independent accountant the plan and results of the auditing engagement, makes inquiries as to the adequacy of internal accounting
controls, and considers the independence of our independent accountants. The committee also reviews the scope and scheduling of our internal audits and reviews the results of those audits.

Our
board of directors has determined that each member of the audit committee is financially literate and each has accounting or related financial management expertise, as our Board
interprets those terms in its business judgment. Our board of directors has designated each of Messrs Carroll, Cormier, and Rask as "audit committee financial experts" following its determination that
each meets the criteria for such designation set forth in Item 401(h) of Regulation S-K. In addition, our board has affirmatively determined that Messrs Carroll, Cormier, and Rask
(i) have no relationship to the company that may interfere with the exercise of their independence from management and the company; (ii) have no material relationship with the company
(either directly as a partner, shareholder or officer of an organization that has a relationship with the company) and (iii) are otherwise "independent" as that term is defined in
Section 303A.02 of the New York Stock Exchange Listed Company Manual and Rule 10A-3(b)(1) and Item 7(d)(3)(iv) of Schedule 14A under the Securities Exchange Act
of 1934.

Stockholder Recommendations of Nominee(s) to Our Board

In October 2004, we adopted a new policy governing the method by which stockholders may recommend nominees to our board of directors. Under the terms of
that policy, stockholders or a group of stockholders may recommend potential candidates for consideration by our nominating and corporate governance committee by sending a written request to the
company's corporate secretary not

5

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earlier
than the 150th calendar day and not later than the 90th calendar day before the anniversary of the date our proxy statement was released to security holders in connection with our preceding
year's annual meeting. Such written request shall be sent to our principal executive offices, 10300 Town Park Drive, Houston, Texas 77072, Attn: Corporate Secretary. The written request must include
the candidate's name, contact information, biographical information and qualifications. The request must also include the potential candidate's written consent to being named in the proxy statement as
a nominee and to serving as a director if nominated and elected. The stockholder or group of stockholders making the recommendation must also disclose, with the written request described above, the
number of shares that the stockholder or group beneficially owns and the period of time the stockholder or group has beneficially owned the shares. The committee may request additional information
from time to time from the nominee or the stockholder.

In
accordance with SEC rules, if the committee receives not later than 120 calendar days before the anniversary of the date we released our prior year's proxy statement to stockholders,
a recommended nominee from any stockholder or group beneficially owning more than 5% of our shares (and who has owned such amount for at least one year), we will disclose the identity of the candidate
and the stockholder or group that recommended the candidate as well as whether the committee chose to nominate the candidate, provided that disclosure of the names will not be made without the written
consent of both the candidate and the stockholder or group that made the recommendation.

Pursuant
to our bylaws, only persons who are nominated in accordance with the following procedures are eligible for election as directors. Nominations of persons for election to our
board of directors may be made at a meeting of stockholders only (a) by or at the direction of our board of directors or (b) by any stockholder of our company who is a stockholder of
record at the time of giving of the required notice described below, who is entitled to vote for the election of directors at the meeting, and who complies with the following notice procedures. All
nominations, other than those made by or at the direction of our board of directors, must be made pursuant to timely notice in writing to the Secretary of the Company. To be timely, a stockholder's
notice must be delivered to or mailed and received at our principal executive offices, 10300 Town Park Drive, Houston, Texas 77072 Attention: Secretary, (i) with respect to an election to be
held at an annual meeting not less than 90 days nor more than 120 days before that date which is the first anniversary of the preceding year's annual meeting and (ii) with respect
to any election to be held at a special meeting of stockholders, no earlier than the ninetieth day prior to such special meeting and not later than the close of business on the later of the seventieth
day prior to such special meeting or the tenth day following the day on which public announcement is first made of the date of the special meeting or of the nominees proposed by our board of directors
to be elected at such meeting. If the annual meeting is advanced by more than 30 days, or delayed by more than 90 days, from the anniversary date of the preceding year's annual meeting,
the nomination must be delivered not earlier than the 120th day prior to the current year's annual meeting and not later than the later of (1) the 90th day prior to the annual meeting or
(2) the 10th day following the announcement of the change in the annual meeting date. A stockholder's notice to the Secretary of our company must set forth (a) as to each person whom the
stockholder proposes to nominate for election as a director, all information relating to the person that is required to be disclosed in solicitations for proxies for election of directors, or is
otherwise required, pursuant to Regulation 14A under the Securities Exchange Act (including the written consent of such person to be named in the proxy statement as a nominee and to serve as a
director if elected); and (b) as to the stockholder giving the notice and the beneficial owner, if any, on whose behalf the nomination or proposal is made (i) the name and address, as
they appear on our books, of such stockholder, and (ii) the class and number of shares of capital stock of our company that are beneficially owned by the stockholder.

6

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Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934 requires our directors, certain of our officers and persons who own more than 10% of a registered
class of our equity securities to file reports of ownership and changes of ownership with the Securities and Exchange Commission. We believe, based upon a review of the forms and amendments furnished
to us, that each of our directors and officers and greater than 10% stockholders met all applicable filing requirements for the fiscal year ended July 31, 2004.

Code of Ethics

Our board has adopted a code of ethics (we call it our "code of conduct") that governs the business conduct and ethics of our directors, all of our employees and
our executive officers, including our chief executive officer, our chief financial officer and our chief accounting officer. Our code of conduct has been posted on our company's internet website at
www.veritasdgc.com. In addition, we will provide a printed copy of our code of conduct without charge to any stockholder making written request to Larry L. Worden, Vice President, General Counsel and
Secretary, 10300 Town Park Drive, Houston, Texas 77072. It is our intention to disclose on our internet website within four business days of any amendment or waiver



Corporate Governance Guidelines / Committee Charters

Our board of directors has adopted written corporate governance guidelines that address such matters as board and committee functions and board and committee
member qualifications and responsibilities. In addition, our board has adopted written charters for its audit committee, compensation committee, and nominating and corporate governance committee. Each
of these charters was most recently amended in October 2004. Copies of our corporate governance guidelines and each of our committee charters are available on our website at www.veritasdgc.com.
We will provide a written copy of any of these documents without charge to any stockholder making written request to Larry L. Worden, Vice President, General Counsel and Secretary, 10300 Town Park
Drive, Houston, Texas 77072.

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ITEM 11.Executive Compensation

The following table reflects all forms of compensation for services to us for the three years ended July 31, 2004, 2003 and 2002 of those individuals who
(i) served as our chief executive officer during fiscal 2004, or (ii) were among our four most highly compensated executive officers at July 31, 2004, other than the chief
executive officer.

Summary Compensation Table

|                                                               |  |                |  | Annual Compensation     |  | Long-Term Compensation Awards |     |            |    
|-------------------------------------------------------------- |  | -------------- |  | ----------------------- |  | ----------------------------- | --- | ---------- | ---
|
|Thierry Pilenko(2) Chairman and Chief Executive Officer        |  | 2004
2003
2002 |  | 181,731

             |  | 232,359

                   | (3) | 96,669

 | (4)
|David B. Robson(5) Former Chairman and Chief Executive Officer |  | 2004
2003
2002 |  | 274,010
429,583
415,000 |  | 
41,025
298,369              |     | 

      |    
|Stephen J. Ludlow Vice Chairman                                |  | 2004
2003
2002 |  | 265,021
265,021
265,021 |  | 148,279
20,246
90,100         |     | 

3,000  | (9)
|Timothy L. Wells President and Chief Operating Officer         |  | 2004
2003
2002 |  | 315,000
276,154
260,000 |  | 194,706
19,110
88,400         |     | 

11,586 | (9)
|Vincent M. Thielen Vice President, Corporate Controller        |  | 2004
2003
2002 |  | 167,561
140,000
140,000 |  | 84,710
8,022
35,700           |     | 

      |    
|Larry L. Worden Vice President, General Counsel and Secretary  |  | 2004
2003
2002 |  | 210,923
194,039
190,000 |  | 105,955
14,834
64,600         |     | 

      |    

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The
following table sets forth options we granted during the fiscal year ended July 31, 2004 to our named executive officers:

OPTION GRANTS IN FISCAL YEAR ENDED JULY 31, 2004

Individual GrantsName of Officer

Number of securities
underlying options
granted

Percent of total
options granted to
employees in fiscal
year

Exercise
price
($/share)

Expiration
date

Grant Date
Present Value(1)$Thierry Pilenko

120,000
(2)
18

$
15.88

3/1/2009

$
1,094,400David B. Robson

5,000
(3)
1


11.19

3/1/2007


25,550Stephen J. Ludlow

24,700
(4)
4


11.19

1/6/2009


158,821Timothy L. Wells

24,700
(4)
4


11.19

1/6/2009


158,821Vincent M. Thielen

12,400
(4)
2


11.19

1/6/2009


79,732Larry L. Worden

12,400
(4)
2


11.19

1/6/2009


79,732


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The
following table sets forth information with respect to options to purchase our shares held by our named executive officers that were exercised during the fiscal year ended
July 31, 2004 or were unexercised at fiscal year end.

AGGREGATED OPTION EXERCISES IN FISCAL YEAR
ENDED JULY 31, 2004
AND FISCAL YEAR END OPTION VALUES

Options Exercised During
Fiscal YearNumber of Unexercised Options
Held at Fiscal Year End (#)

Value of In-the-Money
Unexercised Options
Held at Fiscal Year End ($)(1)Name

Shares Acquired
on Exercise (#)

Value
Realized ($)Exercisable

Unexercisable

Exercisable

UnexercisableThierry Pilenko







120,000



1,050,000David B. Robson

67,106

897,616

121,208



631,714

Stephen J. Ludlow

49,032

451,500

53,750

49,011

141,969

702,893Timothy L. Wells





66,537

54,667

603,700

698,191Vincent M. Thielen





18,687

18,090

203,109

257,191Larry L. Worden





38,770

24,168

385,847

346,900


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Director Compensation

Effective January 1, 2005, each of our directors who is not also an employee is paid an annual fee of $35,000 plus travel expenses, a fee of $1,500 for
attendance at each regular or special board and committee meeting (other than telephonic meetings) and a fee of $750 for attendance at each telephonic board or committee meeting. The chairman of the
audit committee is paid an additional annual fee of $10,000 and the chairmen of the compensation committee and the nominating and corporate governance committee are each paid an additional fee of
$5,000 annually.

Prior
to January 1, 2005, each of our directors who was not also an employee was paid an annual fee of $25,000 plus travel expenses, a fee of $1,500 for attendance at each regular
or special board and committee meeting (other than telephonic meetings) and a fee of $750 for attendance at each telephonic board or committee meeting. The chairman of the audit committee was paid an
additional fee of $10,000 annually and no additional fees were paid to other committee chairmen.

Under
our Share Incentive Plan, non-employee directors are eligible to receive (1) nonqualified options, (2) share appreciation rights, (3) deferred
share units, (4) restricted shares and (5) performance shares. The compensation committee determines the type of awards granted and the terms of each grant. For periods after
January 1, 2005, each non-employee director will be granted options each year to purchase 6,000 shares of our common stock at fair market value on the date of grant. The options so
granted will vest immediately and have a five-year term. Newly elected or appointed non-employee directors will be granted options to purchase 10,000 shares of our common stock
at fair market value on the date of grant. The options granted to newly elected or appointed non-employee directors will have a five-year term and become exercisable as
follows: 2,500 options immediately upon the date of grant and an additional 2,500 options on each subsequent year on the anniversary of the date of grant. Also, for periods after January 1,
2005, non-employee directors will be allowed to elect to receive deferred share units issued under our Share Incentive Plan in lieu of either 100 percent or 50 percent of
their annual grant of options to purchase 6,000 shares of our common stock. In the event of such an election, the electing director will receive one deferred share unit in lieu of each three options:
2,000 deferred share units in the event of a 100 percent election or 1,000

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deferred
share units in the event of 50 percent election. The deferred share units will be vested immediately upon grant. Each deferred share unit automatically converts to one share of our
common stock upon the director's retirement or other termination.

For
periods prior to January 1, 2005, continuing non-employee directors were granted options each year, typically in March, to purchase 5,000 shares of our common
stock. The options so granted vested immediately and have a five-year term. Prior to January 1, 2005, newly elected or appointed non-employee directors were granted
options upon election or appointment to purchase 10,000 shares of our common stock at fair market value on the date of grant. The options granted to newly elected or appointed non-employee
directors had a five-year term and became exercisable as follows: 2,500 options immediately upon the date of grant and an additional 2,500 options on each subsequent year in which the
director continues to serve on the Board on the anniversary of the date of grant.

For
each calendar year beginning with calendar year 2003, each of our non-employee directors may elect to receive deferred share units issued under our Share Incentive Plan
in lieu of either 25, 50, 75 or 100 percent of his or her annual director's fee. Once vested, each deferred share unit is convertible into one share of our common stock upon the director's
retirement or other termination. A director who elects to receive deferred share units prior to the end of any calendar year is entitled to receive on January 1 of the following year that
number of deferred share units with a fair market value, as defined in the plan, equal to the amount deferred. The deferred share units then vest on the following dates: 25 percent on
January 1 (the date of grant); and 25 percent on each of the following dates: April 1, July 1, and October 1. Vested deferred share units automatically convert to
shares of our common stock upon the director's retirement or other termination. None of our directors elected to receive deferred share units for calendar year 2005. On January 1, 2004, in lieu
of 100% of his annual director's fee, we issued Mr. MacNeill 2,386 deferred share units based on a price of our common shares of $10.48 per share on December 31, 2003. On
January 1, 2003, in lieu of 100% of his annual director's fee, we issued Mr. MacNeill 3,165 deferred share units based on a price of our common shares of $7.90 per share on
December 31, 2002.

Employment Agreements

We have entered into employment agreements with each of Messrs. Pilenko, Ludlow, Wells, Baldwin, Thielen and Worden. Our agreement with Mr. Pilenko
continues until terminated by prior written notice of either party. Our agreements with Messrs. Ludlow, Wells, Baldwin, Thielen and Worden continue until the employee reaches age 65 unless the
agreement is earlier terminated by prior written notice of either party. As of July 31, 2004, the executive officers are entitled to minimum annual salaries under their employment agreements as
follows: Mr. Pilenko$450,000; Mr. Ludlow$265,021; Mr. Wells$330,000; Mr. Thielen$180,300 and
Mr. Worden$225,000.(4) Mr. Baldwin joined the company in August 2004 at a base salary of $300,000. In the event of a termination without cause (other
than in connection with a change of control of Veritas DGC), each executive officer is entitled to payment under his employment agreement equal to one or more years of annual base salary as follows:
Mr. Pilenkothree years; Messrs. Ludlow, Wells and Baldwintwo years; and Messrs. Thielen and Wordenone year. Payment of these amounts will be
made over the specified period unless we exercise our option to pay them in a lump sum. In the event of a termination without cause within two years after a change of control of Veritas DGC, each
executive officer is entitled to a lump sum payment under his employment agreement equal to the following number times the sum of his annual base salary and annual bonus: Messrs. Pilenko,
Ludlow, Wells and Baldwinthree; and Messrs. Thielen and Wordentwo.

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Compensation Committee Interlocks and Insider Participation

None of the four members of our compensation committeeMessrs. Carroll, Gibbs, MacNeill or Workis or has been at any time an
officer or employee of Veritas DGC or any of its subsidiaries nor has any of them had any relationship with Veritas DGC that would otherwise require disclosure under Items 402 or 404 of
Regulation S-K.

ITEM 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Equity Compensation Plan Information

The following table presents data related to all of our equity compensation plans for both non-employee directors and employees as of July 31,
2004, and provides information related to potential ownership dilution as of such date:

Equity Compensation Plan Information  as of July 31, 2004

|Equity Compensation Plan Category                      |  | Number of securities to
be issued upon exercise
of outstanding options |     | Weighted-average
exercise price of
outstanding options |       | Number of securities available for
future issuance under equity
compensation plans (excluding
securities reserved for issuance in
connection with outstanding options) |          
|------------------------------------------------------ |  | ---------------------------------------------------------------------- | --- | ------------------------------------------------------ | ----- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------
|Equity compensation plans approved by stockholders     |  | 1,362,531                                                              | (1) | $                                                      | 12.54 |                                                                                                                                                                        | 2,393,492
|Equity compensation plans not approved by stockholders |  | 1,817,342                                                              | (3) |                                                        | 18.92 |                                                                                                                                                                        | 0        

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On
December 11, 2002, our stockholders approved the adoption of our current Share Incentive Plan that provides for the issuance to directors, officers and select employees:
(1) nonqualified options to purchase our common stock, (2) incentive options to purchase our common stock, (3) share appreciation rights, (4) deferred share units,
(5) restricted shares and (6) performance shares. Effective upon the adoption of Share Incentive Plan, we may not award options, restricted stock or other equity compensation to any
director, officer or employee under any other plan, including those previously approved by stockholders.

Prior
to December 11, 2002 we had two employee nonqualified stock option plansour 1992 Employee Non-qualified Stock Option Plan (the "1992 Plan") and our
2001 Key Employee Non-qualified Stock Option Plan (the "2001 Plan"). Prior to December 11, 2002, we granted options to select employees, including our officers, under the 1992 Plan
and to select employees, excluding our officers, under the 2001 Plan. Stockholders approved the adoption of the 1992 Plan in December 1992 and also approved all amendments to the plan through
December 1997. In December 1998 and March 1999, our board adopted amendments to the 1992 Plan that increased the number of options available for grant by 1,204,550 and 550,000,
respectively. We did not seek stockholder approval of these amendments as such approval was not then required by the terms of the plan, applicable law or stock exchange requirements. In
January 2001, we adopted our 2001 Plan, which
allowed the issuance of up to 2 million options. We did not seek stockholder approval of the 2001 Plan as such approval was not then required by applicable law or stock exchange requirements.

Options
granted under the 1992 Plan and 2001 Plan generally vested over three years and were exercisable over a five to ten-year period from the date of grant. The exercise
price for each option is the closing price on the New York Stock Exchange on the last trading day prior to the grant date. As of July 31, 2004, a total of 976,246 options were outstanding under
the 1992 Plan and 985,052 were outstanding under our 2001 Plan. No further options may be issued under either plan after December 11, 2002.

Prior
to December 11, 2002, we also maintained a stock option plan for non-employee directors (the "Director Plan") under which options were granted to our
non-employee directors. Stockholders approved the adoption of the Director Plan in December 1992 and also approved all amendments to the plan through December 1994. In
December 1997, our board adopted amendments to the Director Plan that increased the number of options available for grant by 400,000. We did not seek stockholder approval of these amendments as
such approval was not then required by the terms of the plan, applicable law or stock exchange requirements.

The
Director Plan provided that every year each eligible director was granted options to purchase 5,000 shares of our common stock which vest over a period of three years from the date
of grant and are exercisable over five to ten years from the date of grant. The exercise price for each option is the closing price on the New York Stock Exchange on the last trading day prior to the
grant date. As of July 31, 2004, a total of 127,800 options were outstanding under the Director Plan. No further options may be issued under the Director Plan after December 11, 2002.

Our
current Share Incentive Plan is described further in the Note 9 to Notes to Consolidated Financial Statements above.

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Security Ownership of Certain Beneficial Owners and Management

The following table sets forth certain information regarding the beneficial ownership of shares at March 31, 2005, by (i) each person we know to own
beneficially more than 5% of the outstanding shares, (ii) all directors, (iii) each executive officer named in the Summary Compensation Table and (iv) all directors and named
executive officers as a group.

|Name and Address                                             |                                                                            | Amount and Nature of
Beneficial
Ownership(1)(2) |           | Percent of Class(3)
|------------------------------------------------------------ | -------------------------------------------------------------------------- | ----------------------------------------------- | --------- | -------------------
|Beneficial Owners of 5% or more:                             |                                                                            |                                                 |           |                    
|                                                             | Barclays Global Investors, NA(4)
45 Fremont Street
San Francisco, CA 94105 |                                                 | 3,119,298 |                    
|                                                             | Goldman Sachs & Company(5)
85 Broad Street
New York, NY 10004              |                                                 | 3,640,933 |                    
|                                                             | Dimensional Fund Advisors Inc.(6)
1299 Ocean Avenue
Santa Monica, CA 90401 |                                                 | 2,474,000 |                    
|Named Executive Officers and Directors:                      |                                                                            |                                                 |           |                    
|                                                             | Thierry Pilenko                                                            |                                                 | 40,000    |                    
|                                                             | David B. Robson                                                            |                                                 | 535,234   |                    
|                                                             | Stephen J. Ludlow                                                          |                                                 | 86,829    |                    
|                                                             | Timothy L. Wells                                                           |                                                 | 93,783    |                    
|                                                             | Vincent M. Thielen                                                         |                                                 | 26,182    |                    
|                                                             | Larry L. Worden                                                            |                                                 | 53,653    |                    
|                                                             | Loren K. Carroll                                                           |                                                 | 12,500    |                    
|                                                             | Clayton P. Cormier                                                         |                                                 | 38,304    |                    
|                                                             | James R. Gibbs                                                             |                                                 | 37,250    |                    
|                                                             | Brian F. MacNeill                                                          |                                                 | 49,551    |                    
|                                                             | Jan Rask                                                                   |                                                 | 31,500    |                    
|                                                             | David F. Work                                                              |                                                 | 2,500     |                    
|All directors and executive officers as a group (12 persons) |                                                                            | 1,007,286                                       |           | 2.9                

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15

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SIGNATURES

Pursuant to the requirements of Sections 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf
by the undersigned; thereunto duly authorized, on the 27th day of May, 2005.

| |  | VERITAS DGC INC.
| |  | ----------------
| |  | By:             

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EXHIBIT INDEX

|Exhibit
No. |  |   |  | Description                                                                                                                                                                                                                                                         
|----------- |  | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3.1         |  |  |  | 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.)                                       
|3.2         |  |  |  | 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.)                                                           
|3.3         |  |  |  | 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.)                                   
|3.4         |  |  |  | Certificate of Amendment to Restated Certificate of Incorporation of Veritas DGC Inc. dated September 30, 1999 (Exhibit 4.4 to Veritas DGC Inc.'s Registration Statement No. 333-111997 dated January 20, 2004 is
incorporated herein by reference.)                
|3.5         |  |  |  | By-laws of Veritas DGC Inc. as amended and restated September 23, 2003 (Exhibit 4.5 to Veritas DGC Inc.'s Registration Statement No. 333-111997 dated January 20, 2004 is incorporated herein by reference.)                                                        
|4.1         |  |  |  | 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.)                                                                                              
|4.2         |  |  |  | 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.)                             
|4.3         |  |  |  | Indenture dated March 3, 2004 between Veritas DGC Inc. and U.S. Bank National Association, as trustee. (Exhibit 4.2 to Veritas DGC Inc.'s Current Report on Form 8-K dated March 3, 2004 is incorporated herein by
reference.)                                      
|4.4         |  |  |  | Global note representing $125,000,000 aggregate principal amount of Floating Rate Convertible Senior Notes Due 2024 (Exhibit 4.3 to Veritas DGC Inc.'s Current Report on Form 8-K dated March 3, 2004 is incorporated herein by
reference.)                         
|4.5         |  |  |  | Registration Rights Agreement dated as of March 3, 2004 by and between Veritas DGC Inc. and Deutsche Bank Securities Inc. (Exhibit 4.1 to Veritas DGC Inc.'s Current Report on Form 8-K dated March 3, 2004 is
incorporated herein by reference.)                   
|9.1         |  |  |  | Voting and Exchange Trust Agreement dated August 30, 1996 among Digicon Inc., Veritas Energy Services Inc. and The R-M Trust Company. (Exhibit 9.1 of Veritas DGC Inc.'s Current Report on Form 8-K dated September 16,
1996 is incorporated herein by reference.)  
|9.2         |  |  |  | Voting and Exchange Trust Agreement dated September 30, 1999 among Veritas DGC Inc., Veritas Energy Services Inc. and CIBC Mellon Trust Company. (Exhibit 9-B to Veritas DGC Inc.'s Form 10-K for the year ended
July 31, 1999 is incorporated herein by reference.)
|10.1        |  |  |  | Support Agreement dated August 30, 1996 between Digicon Inc. and Veritas Energy Services Inc. (Exhibit 10.1 of Veritas DGC Inc.'s Current Report on Form 8-K dated August 30, 1996 is incorporated herein by
reference.)                                            
|            |  |   |  |                                                                                                                                                                                                                                                                     

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|**10.2  |  |  |  | Form of Restricted Stock Grant Agreement. (Exhibit 10.2 to Veritas DGC Inc.'s Form 10-K for the year ended July 31, 2004 is incorporated herein by reference.)                                                                             
|------- |  | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|**10.3  |  |  |  | Key Contributor Incentive Plan as amended and restated March 3, 2003. (Exhibit 10.1 to Veritas DGC Inc.'s Form 8-K dated March 3, 2005 is incorporated herein by reference.)                                                               
|**10.4  |  |  |  | 1992 Non-Employee Director Stock Option Plan as amended and restated March 7, 2000. (Exhibit 10-B to Veritas DGC Inc.'s Form 10-Q for the quarter ended April 30, 2000 is incorporated herein by reference.)                               
|**10.5  |  |  |  | 1992 Employee Nonqualified Stock Option Plan as amended and restated March 7, 2000. (Exhibit 10-C to Veritas DGC Inc.'s Form 10-Q for the quarter ended April 30, 2000 is incorporated herein by reference.)                               
|**10.6  |  |  |  | Amended and Restated Employment Agreement between Veritas DGC Inc. and Matthew
D. Fitzgerald. (Exhibit 10-A to Veritas DGC Inc.'s Form 10-Q for the quarter ended October 31, 2001 is incorporated herein by reference.)                   
|**10.7  |  |  |  | Amendment No. 1 to Amended and Restated Employment Agreement between Veritas DGC Inc. and Matthew D. Fitzgerald. (Exhibit 10-B to Veritas DGC Inc.'s Form 10-Q for the quarter ended October 31, 2001 is incorporated
herein by reference.)
|**10.8  |  |  |  | Amended and Restated Employment Agreement between Veritas DGC Inc. and Stephen J. Ludlow. (Exhibit 10-C to Veritas DGC Inc.'s Form 10-Q for the quarter ended October 31, 2001 is incorporated herein by reference.)                       
|**10.9  |  |  |  | Amendment No. 1 to Amended and Restated Employment Agreement between Veritas DGC Inc. and Stephen J. Ludlow. (Exhibit 10-D to Veritas DGC Inc.'s Form
10-Q for the quarter ended October 31, 2001 is incorporated herein by reference.)    
|**10.10 |  |  |  | Amended and Restated Employment Agreement between Veritas DGC Inc. and David B. Robson. (Exhibit 10-E to Veritas DGC Inc.'s Form 10-Q for the quarter ended October 31, 2001 is incorporated herein by reference.)                         
|**10.11 |  |  |  | Amendment No. 1 to Amended and Restated Employment Agreement between Veritas DGC Inc. and David B. Robson. (Exhibit 10-F to Veritas DGC Inc.'s Form 10-Q for the quarter ended October 31, 2001 is incorporated herein
by reference.)      
|**10.12 |  |  |  | Amended and Restated Employment Agreement between Veritas DGC Inc. and Timothy L. Wells. (Exhibit 10-K to Veritas DGC Inc.'s Form 10-Q for the quarter ended October 31, 2001 is incorporated herein by reference.)                        
|**10.13 |  |  |  | Amendment No. 1 to Amended and Restated Employment Agreement between Veritas DGC Inc. and Timothy L. Wells. (Exhibit 10-L to Veritas DGC Inc.'s Form 10-Q for the quarter ended October 31, 2001 is incorporated herein
by reference.)     
|**10.14 |  |  |  | Employment Agreement between Veritas DGC Inc. and Larry L. Worden. (Exhibit 10-M to Veritas DGC Inc.'s Form 10-Q for the quarter ended October 31, 2001 is incorporated herein by reference.)                                              
|**10.15 |  |  |  | Amendment No. 1 to Employment Agreement between Veritas DGC Inc. and Larry L. Worden. (Exhibit 10-N to Veritas DGC Inc.'s Form 10-Q for the quarter ended October 31, 2001 is incorporated herein by reference.)                           
|**10.16 |  |  |  | Deferred Compensation Plan effective January 1, 2001. (Exhibit 10-Q to Veritas DGC Inc.'s Form 10-Q for the quarter ended October 31, 2000 is incorporated by reference.)                                                                  
|        |  |   |  |                                                                                                                                                                                                                                            

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|**10.17 |  |  |  | Rabbi Trust Agreement between Veritas DGC Inc. and Austin Trust Company relating to the Deferred Compensation Plan. (Exhibit 10-R to Veritas DGC Inc.'s Form 10-Q for the quarter ended October 31, 2000 is incorporated herein
by reference.)                                                                                                                                                                                                                                                  
|------- |  | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|**10.18 |  |  |  | 2001 Key Employee Nonqualified Stock Option Plan effective February 1, 2001. (Exhibit 10-S to Veritas DGC Inc.'s Form 10-Q for the quarter ended January 31, 2001 is incorporated by reference.)                                                                                                                                                                                                                                                                                                
|**10.19 |  |  |  | Key Employee Restricted Stock Plan effective February 1, 2001. (Exhibit 10-T to Veritas DGC
Inc.'s Form 10-Q for the quarter ended January 31, 2001 is incorporated herein by reference.)                                                                                                                                                                                                                                                                                                       
|**10.20 |  |  |  | Employment Agreement between Veritas DGC Inc. and Matthew D. Fitzgerald. (Exhibit 10-U to Veritas DGC
Inc.'s Form 10-Q for the quarter ended April 30, 2001 is incorporated herein by reference.)                                                                                                                                                                                                                                                                                               
|10.21   |  |  |  | Credit Agreement among Veritas DGC Inc., as borrower, and Wells Fargo, Inc., as a bank and agent for the banks named therein, dated July 19, 2001. (Exhibit 10-W to Veritas DGC Inc.'s Form 10-K for the year ended
July 31, 2001 is incorporated herein by reference.)                                                                                                                                                                                                                         
|10.22   |  |  |  | Credit Agreement, dated as of February 14, 2003, among Veritas DGC Inc., Veritas DGC Limited, Veritas Energy Services Inc., Veritas Energy Services Partnership, Deutsche Bank AG, New York Branch, as Administrative Agent, Deutsche
Bank AG, Canada Branch, as Canadian Administrative Agent, and the various lending institutions named therein. (Exhibit 10.1 to Veritas DGC Inc.'s Current Report on Form 8-K dated February 19, 2003 is incorporated herein by
reference.)                
|**10.23 |  |  |  | Veritas DGC Inc. Employee Share Purchase Plan. (Exhibit 4.8 to Veritas DGC Inc.'s Registration Statement No. 333-111997 dated January 20, 2004 is incorporated herein by reference.)                                                                                                                                                                                                                                                                                                            
|10.24   |  |  |  | Third Amendment to Credit Agreement dated February 20, 2004 by and among Veritas DGC Inc., Veritas DGC Limited, Veritas Energy Services Inc., Veritas Energy Services Partnership, Deutsche Bank AG, New York Branch, as
Administrative Agent, Deutsche Bank AG, Canada Branch, as Canadian Administrative Agent, and the various lending institutions named therein. (Exhibit 10.2 to Veritas DGC Inc.'s Form 10-Q for the quarter ended January 31, 2004 is
incorporated herein by reference.)
|10.25   |  |  |  | Retirement Agreement between Veritas DGC Inc. and David B. Robson dated January 1, 2004. (Exhibit 10.4 to Veritas DGC Inc.'s Form 10-Q for the quarter ended January 31, 2004 is incorporated herein by reference.)                                                                                                                                                                                                                                                                             
|**10.26 |  |  |  | Employment Agreement between Veritas DGC Inc. and Thierry Pilenko dated January 26, 2004. (Exhibit 10.3 to Veritas DGC Inc.'s Form 10-Q for the quarter ended January 31, 2004 is incorporated herein by reference.)                                                                                                                                                                                                                                                                            
|**10.27 |  |  |  | Employment Agreement between Veritas DGC Inc. and Mark E. Baldwin dated August 24, 2004. (Exhibit 10.27 to Veritas DGC Inc.'s Form 10-K for the year ended July 31, 2004 is incorporated herein by reference.)                                                                                                                                                                                                                                                                                  
|**10.28 |  |  |  | Employment agreement between Veritas DGC Inc. and Vincent M. Thielen dated September 23, 2003. (Exhibit 10.28 to Veritas DGC Inc.'s Form 10-K for the year ended July 31, 2004 is incorporated herein by
reference.)                                                                                                                                                                                                                                                                            
|**10.29 |  |  |  | Veritas DGC Inc. Global Management Incentive Plan (including all amendments through October 4, 2004) (Exhibit 10.1 to Veritas DGC Inc.'s Form 8-K dated March 3, 2005 is incorporated herein by reference.)                                                                                                                                                                                                                                                                                     
|        |  |   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 

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|**10.30 |  |  |  | Veritas DGC Inc. Key Contributor Plan (including all amendments through October 4, 2004) (Exhibit 10.1 to Veritas DGC Inc.'s Form 8-K dated March 3, 2005 is incorporated herein by reference.)
|------- |  | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|**10.31 |  |  |  | Description of director compensation. (Exhibit 10.31 to Veritas DGC Inc.'s Form 10-K for the year ended July 31, 2004 is incorporated herein by reference.)                                    
|**10.32 |  |  |  | Form of Indemnity Agreement for directors and officers. (Exhibit 10.32 to Veritas DGC Inc.'s Form 10-K for the year ended July 31, 2004 is incorporated herein by reference.)                  
|**10.33 |  |  |  | Form of Stock Option Grant Agreement. (Exhibit 10.33 to Veritas DGC Inc.'s Form 10-K for the year ended July 31, 2004 is incorporated herein by reference.)                                    
|**10.34 |  |  |  | Form of Deferred Share Unit Award and Deferral Agreement. (Exhibit 10.34 to Veritas DGC Inc.'s Form 10-K for the year ended July 31, 2004 is incorporated herein by reference.)                
|21      |  |  |  | Subsidiaries of the Registrant. (Exhibit 21 to Veritas DGC Inc.'s Form 10-K for the year ended July 31, 2004 is incorporated herein by reference.)                                             
|+31.1   |  |  |  | Rule 13a-14(a) certification by CEO.                                                                                                                                                           
|+31.2   |  |  |  | Rule 13a-14(a) certification by CFO.                                                                                                                                                           
|+32.1   |  |  |  | Section 1350 certification by CEO.                                                                                                                                                             
|+32.2   |  |  |  | Section 1350 certification by CFO.                                                                                                                                                             

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