**EXHIBIT4.8**

**AMENDMENTNO. 2TORIGHTS AGREEMENT**

AMENDMENT NO. 2 toRIGHTS AGREEMENT (this “Amendment”) between Veritas DGC Inc., a Delawarecorporation (the “Company”), and Mellon Investor Services LLC, previously knownas ChaseMellon Shareholder Services, L.L.C., a New Jersey limited liabilitycompany, as Rights Agent (the “Rights Agent”) is effective this 4th day ofSeptember, 2006.

W I T N E S S E T H:

WHEREAS, onMay 23, 1997, the Company and the Rights Agent entered into that onecertain Rights Agreement, which agreement was amended by that certain AmendmentNo. 1 to Rights Agreement, effective May 31, 2005, between the Company and theRights Agent (collectively, the “Rights Agreement”);

WHEREAS, theCompany desires to further amend the Rights Agreement pursuant to Section 27thereof; and

WHEREAS, theDistribution Date (as defined in the Rights Agreement) has not yet occurred andthe Company has met all requirements for amendment of the Rights Agreement;

NOW, THEREFORE, inconsideration of the premises and of the mutual agreements herein set forth,the parties hereto agree as follows:

Section 1.               Amendments. The Rights Agreement is amended as follows:

(a)           Section1 (l) is deleted in its entirety and replaced with the following:

“‘Expiration Date’ meansthe earliest of (i) the Final Expiration Date, (ii) the time at which allRights are redeemed as provided in Section 23 or exchanged as provided inSection 24 or (iii) immediately prior to the Merger I Effective Time (asdefined in the Merger Agreement).”

(b)           Thefollowing shall be added as Section 1 (n) and the existing Sections 1(n)through (y) shall be re-numbered as Sections 1(o) through (z):

“‘Merger Agreement’ meansthe Agreement and Plan of Merger, dated as of September 4, 2006, by and amongthe Company, Compagnie Générale de Géophysique, a société anonyme organizedunder the laws of the Republic of France (“Parent”), Volnay Acquisition Co. I,a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub I”)and Volnay Acquisition Co. II, a Delaware corporation and wholly ownedsubsidiary of Parent (“Merger Sub II”).”

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(c)           Thefollowing shall be added as Section 35:

“Section 35.  Exception for Merger Agreement.  Notwithstanding any provision of thisAgreement to the contrary, neither an event described in Section 11(a)(ii), anevent described in sub-clauses (x), (y) or (z) of Section 13(a), a DistributionDate, nor a Stock Acquisition Date shall be deemed to have occurred, none ofParent, Merger Sub I, Merger Sub II or any of their Affiliates or Associatesshall be deemed to have become an Acquiring Person, and no holder of any Rightsshall be entitled to exercise such Rights under, or be entitled to any rightspursuant to, any of Sections 3(c), 7(a), 7(b), 11(a) or 13 of this Agreement,in any such case by reason of (a) the approval, execution or delivery of theMerger Agreement (or any amendments thereto) or (b) the commencement or, priorto termination of the Merger Agreement, the consummation of any of thetransactions contemplated by the Merger Agreement, including the Mergers (asdefined in the Merger Agreement).”

Section 2.               Effectof this Amendment.  It is the intent of the parties that thisAmendment constitutes an amendment of the Rights Agreement as contemplated bySection 27 thereof.  This Amendment shall be deemed effective as ofthe date hereof as if executed by both parties hereto on such date.  Except as expressly provided in thisAmendment, the terms of the Rights Agreement remain in full force and effect.

Section 3.               Counterparts. This Amendment may be executed in any number of counterparts and each of suchcounterparts shall for all purposes be deemed to be an original, and all suchcounterparts shall together constitute one and the same instrument.

Section 4.               GoverningLaw.  This Amendment shall be deemedto be a contract made under the laws of the State of Texas and for all purposesshall be governed by and construed in accordance with the laws of such stateapplicable to contracts to be made and performed entirely within such state.

Section 5.               Severability.  If any term, provision, covenant orrestriction of this Amendment is held by a court of competent jurisdiction orother authority to be invalid, illegal or unenforceable, the remainder of theterms, provisions, covenants and restrictions of this Amendment shall remain infull force and effect and shall in no way be affected, impaired or invalidated.

Section 6.               DescriptiveHeadings.  The captions herein areincluded for convenience of reference only, do not constitute a part of thisAmendment and shall be ignored in the construction and interpretation hereof.

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IN WITNESSWHEREOF, the parties hereto have caused this Amendment to be duly executed asof the day and year first above written.
|                                | **VERITAS DGC INC.**                                                                                                            |
|--------------------------------|---------------------------------------------------------------------------------------------------------------------------------|
|                           |                                                                                                                            |
| Attest:                        |                                                                                                                            |
|                           |                                                                                                                            |
|                           | By:                                                                                                                             |   | /s/ MARK E. BALDWIN |   |
|                           |                                                                                                                            |   | Mark E. Baldwin |
|                           |                                                                                                                            |   | Executive Vice  President, Chief  Financial Officer and Treasurer |
| By:                            | /s/ LARRY L.  WORDEN                                                                                                            |   |
|                           | Larry L. Worden                                                                                                                 |
|                           | Vice President, General  Counsel and  Secretary                                                                                 |
|                           |                                                                                                                            |
|                           |
|                           | **MELLON INVESTOR SERVICES  LLC **(previously known as “ChaseMellon  Shareholder Services, L.L.C.), AS  RIGHTS  AGENT |
|                           |                                                                                                                            |
| Attest:                        |                                                                                                                            |
|                           |                                                                                                                            |
|                           | By:                                                                                                                             | /s/ Ruth  Brunette |   |
|                           |                                                                                                                            | (Signature) |
|                           |
| By:                            | /s/ Jane A.  Marten                                                                                                             |   |
|                           | (Signature)                                                                                                                     |   | Ruth Brunette |   |
|                           |  (Typed or  Printed Name)                                                                                                  |   |
| Jane A. Marten                 |                                                                                                                            |   |
|  (Printed  or Typed Name) |                                                                                                                            | Assistant Vice  President |   |
|                           |                                                                                                                            |  (Title) |   |
| Assistant Vice  President      |                                                                                                                            |   |   |
|  (Title)                  |                                                                                                                            |   |   |

 

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