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                                                                     EXHIBIT 3-D

                            CERTIFICATE OF AMENDMENT
                                       TO
                     RESTATED CERTIFICATE OF INCORPORATION
                                       OF
                                VERITAS DGC INC.

         Veritas DGC Inc., a corporation organized and existing under and by
virtue of the General Corporation Law of the State of Delaware (the
"Corporation"),

DOES HEREBY CERTIFY:

         FIRST:  That at a meeting of the board of directors of the
Corporation, resolutions were duly adopted setting forth a proposed amendment
of the Restated Certificate of Incorporation of the Corporation, declaring said
amendment to be advisable and calling a meeting of the stockholders of the
Corporation for consideration thereof.  The resolution setting forth the
proposed amendment is as follows:

         RESOLVED, that the Restated Certificate of Incorporation of the
         Corporation be amended  as follows,

         Article IV, Section 3(c) shall be deleted.

         Article IV, Section 4 shall be and read in its entirety as follows:

                 Section 4.A.     VESI Special Voting Stock Designated.  A
series of previously outstanding Ordinary Shares, consisting of one such share,
has been duly designated as "Special Voting Stock" (hereinafter referred to as
the "VESI Special Voting Stock").  Each outstanding share of VESI Special
Voting Stock shall be entitled at any relevant date to the number of votes
determined in accordance with the "Plan of Arrangement" (as that term is
defined in that certain "Combination Agreement" dated as of May 10, 1996
(hereinafter referred to as the "VESI Combination Agreement"), by and between
Digicon Inc. and Veritas Energy Services Inc. ("VESI")) on all matters
presented to the stockholders.  No dividend or distribution of assets shall be
paid to the holders of VESI Special Voting Stock.  The VESI Special Voting
Stock is not convertible into any other class or series of the capital stock of
the Corporation or into cash, property or other rights, and may not be
redeemed.  Any shares of VESI Special Voting Stock purchased or otherwise
acquired by the Corporation shall be deemed retired and shall be canceled and
may not thereafter be reissued or otherwise disposed of by the Corporation.  So
long as any "VESI Exchangeable Shares" (i.e., "Exchangeable Shares," as that
term is defined in the VESI Combination Agreement) shall be outstanding, the
number of shares comprising the VESI Special Voting Stock shall not be
increased or decreased and no other term of the VESI Special Voting Stock shall
be amended, except upon the unanimous approval of all outstanding Ordinary
Shares.

         Section 4.B.     ERS Special Voting Stock Designated.  A series of
Ordinary Shares, consisting of one such share, is hereby designated as "ERS
Special Voting Stock" (hereinafter referred to as "ERS Special Voting Stock").
Each outstanding share of ERS Special Voting Stock shall be entitled at any
relevant date to the number of votes determined in accordance with the "Plan of
Arrangement" (as that term is defined in that certain "Amended and Restated
Combination Agreement" dated as of March 30, 1999 (hereinafter referred to as
the "ERS Combination Agreement") by and between




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Veritas DGC Inc. and Enertec Resource Services Inc. ("ERS")) on all matters
presented to the stockholders.  No dividend or distribution of assets shall be
paid to the holders of ERS Special Voting Stock.  The ERS Special Voting Stock
is not convertible into any other class or series of the capital stock of the
Corporation or into cash, property or other rights, and may not be redeemed.
Any shares of ERS Special Voting Stock purchased or otherwise acquired by the
Corporation shall be deemed retired and shall be canceled and may not
thereafter be reissued or otherwise disposed of by the Corporation.  So long as
any "ERS Exchangeable Shares" (i.e., "Exchangeable Shares," as that term is
defined in the ERS Combination Agreement) shall be outstanding, the number of
shares comprising the ERS Special Voting Stock shall not be increased or
decreased and no other term of the ERS Special Voting Stock shall be amended,
except upon the unanimous approval of all outstanding Ordinary Shares.

         Section 4.C.     Miscellaneous.  Any reference herein to "Exchangeable
Shares" encompasses both the VESI Exchangeable Shares and the ERS Exchangeable
Shares.

         SECOND:  That thereafter, pursuant to resolution of its Board of
Directors, a special meeting of the stockholders of the Corporation was duly
called and held, upon notice in accordance with Section 222 of the General
Corporation law of the State of Delaware, at which meeting the necessary number
of shares as required by statute were voted in favor of the amendment.

         THIRD:  That said amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.

         IN WITNESS WHEREOF, the Corporation has caused this certificate to be
signed by Larry L. Worden its Vice President, this 30th day of September,
1999.


                                        /s/ LARRY L. WORDEN
                                        -------------------------------
                                        Larry L. Worden, Vice President





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