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                                                                   EXHIBIT 10-O

                           RESTRICTED STOCK AGREEMENT


         This RESTRICTED STOCK AGREEMENT (this "Agreement") is made as of the
1st day of April, 1997, between Veritas DGC Inc., a Delaware corporation (the
"Employer"), and Tony Tripodo, an individual residing in Harris County, Texas
("Employee").

                                    RECITALS

         WHEREAS, Employee is employed by Employer.

         WHEREAS, Employer and Employee desire that shares of stock of Employer
be issued to Employee, subject to this Agreement, as additional compensation to
Employee for his employment with Employer.

         NOW, THEREFORE, in consideration of the mutual covenants and
agreements contained herein, Employer and Employee agree as follows:

         1.      Definitions.  For purposes of this Agreement, the following
                 terms shall have the meanings indicated:

                 a.       "Board" shall mean the board of directors of the
         Company.

                 b.       "Cause" shall have the meaning ascribed to such term
         in the Employment Agreement.

                 c.       "Disability" shall have the meaning ascribed to such
         term in the Employment Agreement.

                 d.       "Employment Agreement" shall mean that certain
         Employment Agreement of even date herewith between Employer and
         Employee.

                 e.       "Forfeiture Restrictions" shall mean any prohibitions
         and restrictions set forth herein with respect to the sale or other
         disposition of shares of Stock issued to Employee hereunder and the
         obligation to forfeit and surrender such shares to  Employer.

                 f.       "Good Reason" shall have the meaning ascribed to such
         term in the Employment Agreement.

                 g.       "Stock" shall mean the common stock of Employer, $.01
         par value.

                 h.       "Restricted Shares" shall mean shares of Stock that
         are subject to the Forfeiture Restrictions.
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         2.      Restricted Shares.  The Employee agrees to accept the
Restricted Shares when issued and agrees with respect thereto as follows:

                 a.       On the date of this Agreement, Employer shall cause
         to be issued in Employee's name 10,000 shares of Stock as Restricted
         Shares.  A certificate evidencing the Restricted Shares shall be
         issued by Employer in Employee's name, pursuant to which Employee
         shall have, except for the Forfeiture Restrictions, all of the rights
         of a stockholder of Employer with respect to such Restricted Shares,
         including, without limitation, the right to receive any dividends or
         distributions allocable thereto. The certificate shall be delivered
         upon issuance to the Secretary of Employer or to such other depository
         as may be designated by the Board as a depository for safekeeping
         until the forfeiture of such Restricted Shares occurs or the
         Forfeiture Restrictions lapse.  On the date of this Agreement,
         Employee shall deliver to Employer stock powers, endorsed in blank,
         relating to the Restricted Shares.  Upon the lapse of the Forfeiture
         Restrictions without forfeiture, Employer shall cause a new
         certificate or certificates to be issued without legend in the name of
         Employee in exchange for the certificate evidencing the Restricted
         Shares.

                 b.       The Restricted Shares may not be sold, assigned,
         pledged, exchanged, hypothecated or otherwise transferred, encumbered
         or disposed of to the extent then subject to the Forfeiture
         Restrictions.  Further, the Restricted Shares may not be sold or
         otherwise disposed of in any manner which would constitute a violation
         of any applicable federal or state securities laws.  Employee also
         agrees (i) that Employer may refuse to register the transfer of the
         Restricted Shares on the stock transfer records of Employer if such
         proposed transfer would in the opinion of counsel satisfactory to
         Employer constitute a violation of any applicable securities law and
         (ii) that Employer may give related instructions to its transfer
         agent, if any, to stop registration of the transfer of the Restricted
         Shares.  The Forfeiture Restrictions shall be binding upon and
         enforceable against any transferee of the Restricted Shares.
         Certificates representing the Restricted Shares shall be legended as
         follows to reflect the Forfeiture Restrictions and to assure
         compliance with any applicable federal or state securities laws:

                 THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE ARE
                 SUBJECT TO THAT CERTAIN RESTRICTED STOCK AGREEMENT BETWEEN THE
                 COMPANY AND TONY TRIPODO DATED APRIL 1, 1997.  RESTRICTIONS ON
                 THE RIGHT TO OWN OR TRANSFER THE SHARES OF STOCK REPRESENTED
                 BY THIS CERTIFICATE HAVE BEEN IMPOSED PURSUANT TO SAID
                 RESTRICTED STOCK AGREEMENT.  A COPY OF THE RESTRICTED STOCK
                 AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY
                 AND WILL BE FURNISHED WITHOUT CHARGE TO THE HOLDER OF THIS
                 CERTIFICATE UPON RECEIPT BY THE COMPANY AT ITS PRINCIPAL PLACE
                 OF BUSINESS OR REGISTERED OFFICE OF A WRITTEN REQUEST FROM THE
                 HOLDER REQUESTING SUCH COPY.





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                 c.       The Forfeiture Restrictions shall lapse as to the
         Restricted Shares in accordance with the following schedule provided
         that Employee has been continuously employed by Employer from the
         effective date of this Agreement through the lapse date:

<TABLE>
<CAPTION>
                                                               Number of
                                                        Restricted Shares as to
                                                           Which Forfeiture
                        Lapse Date                        Restrictions Lapse  
                        ----------                        ------------------
                       <S>                                       <C>
                       April 1, 1998                             3333
                                                 
                       April 1, 1999                             3333

                       April 1, 2000                             3334
</TABLE>



         Notwithstanding the foregoing provisions of this Section 2(c), in the
         event Employee's employment with Employer is terminated prior to April
         1, 2000 (i) by Employer without Cause, (ii) by Employee for Good
         Reason or (iii) due to the death or Disability of Employee, then all
         remaining Forfeiture Restrictions shall immediately lapse.


                 d.       The existence of the Restricted Shares shall not
         affect in any way the right or power of Employer to make or authorize
         any adjustment, recapitalization, reorganization or other change in
         Employer's capital structure or its business, any merger or
         consolidation of Employer, any issue of debt or equity securities, the
         dissolution or liquidation of Employer or any sale, lease, exchange or
         other disposition of all or any part of its assets or business or any
         other corporate act or proceeding.  The prohibitions of Section 2(b)
         hereof shall not apply to the transfer of Restricted Shares pursuant
         to a plan of reorganization of Employer, but the stock, securities or
         other property received in exchange therefor shall also become subject
         to the Forfeiture Restrictions and provisions governing the lapsing of
         such Forfeiture Restrictions applicable to the original Restricted
         Shares for all purposes of this Agreement and the certificates
         representing such stock, securities or other property shall be
         legended to show such restrictions.

                 e.       To the extent that the receipt of the Restricted
         Shares or the lapse of any Forfeiture Restrictions results in income
         to Employee for federal or state income tax purposes, Employee shall
         deliver to Employer at the time of such receipt or lapse, as the case
         may be, such amount of money as Employer may require to meet its
         obligation under applicable tax laws or regulations, and, if such
         Employee fails to do so, Employer is authorized to withhold from any
         cash or stock remuneration then or thereafter payable to Employee any
         tax required to be withheld by reason of such resulting compensation
         income.





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3.      Consideration.  As consideration for the issuance of the Restricted
Shares, Employee shall pay Employer the par value of such Restricted Shares.

         4.      Employment Relationship.  For purposes of this Agreement,
Employee shall be considered to be in the employment of Employer as long as
Employee remains an employee of either Employer, any successor corporation or a
parent or subsidiary corporation (as defined in Section 424 of the Code) of
Employer or any successor corporation thereof.  Any questions as to whether and
when there has been a termination of such employment, and the cause of such
termination, shall be determined by the Board and its determination shall be
final.

         5.      Binding Effect.  This Agreement shall be binding upon and
inure to the benefit of Employer, Employee, any successors to Employer and all
persons lawfully claiming under the Employee.

         6.      Counterparts.  This Agreement may be executed in two or more
counterparts, each of which shall be an original for all purposes but all of
which taken together shall constitute but one and the same instrument.

         IN WITNESS WHEREOF, Employer has caused this Agreement to be duly
executed by an officer thereunto duly authorized, and the Employee has executed
this Agreement, all as of the date first above written.

                                        EMPLOYER:

                                        VERITAS DGC INC.


                                        By: /s/  DAVID B. ROBSON
                                           --------------------------------
                                                 David B. Robson
                                                 Chairman of the Board and 
                                                 Chief Executive Officer

                                        EMPLOYEE:

                                         /s/ TONY TRIPODO
                                        -----------------------------------
                                        Tony Tripodo





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