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                                                                    EXHIBIT 10-D



                                VERITAS DGC INC.
                            (FORMERLY DIGICON INC.)

                 1992 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
                   (AS AMENDED AND RESTATED FEBRUARY 17,1997)


1.       Purpose of the Plan. The purpose of the Veritas DGC Inc. 1992
         Non-Employee Director Stock Option Plan ("Plan") is to attract the
         services of experienced and knowledgeable non-employee directors and
         provide an opportunity for ownership by such non-employee directors of
         the common stock, $.01 par value ("Common Stock"), of Veritas DGC
         Inc., a Delaware corporation ("Company").

2.       Administration of the Plan. The Plan shall be administered by the
         Board of Directors of the Company or any committee duly appointed
         thereby ("Board"). Subject to the terms of the Plan, the Board shall
         have the power to interpret the provisions and supervise the
         administration of the Plan. All decisions made by the Board pursuant
         to the provisions of the Plan shall be made by a majority of its
         members at a duly held regular or special meeting or by written
         consent in lieu of any such meeting.

3.       Stock Reserved for the Plan. The maximum number of shares of Common
         Stock which may at any time be subject to outstanding options issued
         under the Plan is 600,000. The Company shall reserve for issuance 
         pursuant to the Plan such number of shares of Common Stock as may from
         time to time be subject to options granted pursuant to the Plan. 
         Should any option expire or be canceled prior to its exercise in full,
         the shares theretofore subject to such option may again be made 
         subject to an option under the Plan.

4.       Grant of Options. Each director of the Company who is not otherwise an
         employee of the Company or any of the Company's subsidiaries (as
         defined in Section 425(f) of the Internal Revenue Code of 1986, (as
         amended) (hereinafter referred to as an "Eligible Director") and (who
         is a member of the Board after December 31, 1996)(the "Effective
         Date") shall be granted on each Date of Grant (as defined below)
         (provided that on such Date of Grant such Eligible Director is a
         member of the Board) one option to acquire to 10,000 shares of Common
         Stock (the "Option"). The exercise price per share of Common Stock of
         the Option granted to an Eligible Director shall be the Fair Market 
         Value of the Common Stock on the Date of Grant.

         Special Provision for Newly-Elected Directors. In the case of a
         director who is initially elected or appointed to the Board between
         Dates of Grant, the Board may in its discretion grant an option to
         such newly elected or appointed director for a number of shares of
         Common Stock not to exceed 10,000; provided that any such option shall
         have an exercise price of at least equal to the fair market value of
         the Common Stock on its date of grant.

         For the purposes of this paragraph 4, the following terms shall have
         the following meanings:
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                          (x)     "Date of Grant" means March 11, 1997, and
                          thereafter the date of the first meeting of the Board
                          in each odd numbered year after the Effective Date on
                          which an Eligible Director is a member of the Board.

                          (y)     "Fair Market Value" of a share of Common
                          Stock on any date shall be (i) the closing sales
                          price on the Date of Grant of a share of Common Stock
                          as reported on the principal securities exchange on
                          which shares of the Common Stock have been listed or
                          admitted to trading or (ii) if not so reported, the
                          average of the average closing bid and asked prices
                          for a share of Common Stock on the Date of Grant as
                          quoted on the National Association of Securities
                          Dealers Automated Quotation System ("NASDAQ") or
                          (iii) if not, quoted on the NASDAQ, the average of
                          the average closing bid and asked prices for a share
                          of Common Stock on the Date of Grant as quoted by the
                          National Association of Securities Dealers' OTC
                          Bulletin Board System.  If the price of a share of
                          Common Stock shall not be so reported, the Fair
                          Market Value of a share of Common Stock shall be
                          determined by the Board in its absolute discretion.

5.       Option Agreement. Each Option granted under the Plan shall be
         evidenced by an agreement, in a form approved by the Board, which
         shall be subject to the terms and conditions of the Plan. Any
         agreement may contain such other terms, provisions and conditions as
         may be determined by the Board and that are not inconsistent with the
         Plan.

6.       Term of Options. Each Option granted will be exercisable as to 25% of
         the shares of Common Stock covered by such Option at any time after
         the first anniversary of the Date of Grant and as to an additional 25%
         on each anniversary thereafter until the fifth anniversary of the Date
         of Grant, following which the Option will be exercisable in full;
         provided, however, that no Option shall be exercisable after the
         expiration of ten years from the Date of Grant; and, provided further,
         that each Option shall be subject to earlier termination, expiration
         or cancellation as provided in the Plan.

7.       Procedure for Exercise. Options shall be exercised by written notice
         to the Company setting forth the number of shares of Common Stock with
         respect to which the Option is to be exercised and specifying the
         address to which the certificates for such shares are to be mailed.
         Such notice shall be accompanied by cash or certified check, bank
         draft, or postal or express money order payable to the order of the
         Company in an amount equal to the product obtained by multiplying
         the Option exercise price times the number of shares of the Common
         Stock with respect to which the Option is then being exercised. As
         promptly as practicable after receipt of such written notification and
         payment, the Company shall deliver to the optionee a certificate or
         certificates for the number of shares with respect to which such
         Option has been so exercised, issued in the optionee's name; provided,
         however, that such delivery shall be deemed effected for all purposes
         when a stock transfer agent of the Company shall have deposited such
         certificates in the United States mail, addressed to the optionee, at
         the address specified pursuant to this paragraph 7.
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8.       Assignability. An Option shall not be assignable or otherwise
         transferable except by will, by the laws of descent and distribution
         or pursuant to a qualified domestic relations order ("QDRO") as
         defined by the Internal Revenue Code of 1986, as amended, and the
         rules and regulations in effect from time to time thereunder and Title
         I of the Employee Retirement Income Security Act, as amended, and the
         rules and regulations in effect from time to time thereunder. During
         an optionee's lifetime an Option shall be exercisable only by the
         optionee.

9.       Effect of Termination.

         (i)     In the event of the death of an optionee, the Options granted
                 to him may be exercised (to the extent he would have been
                 entitled to do so at the date of his death) at any time and
                 from time to time by the executor or administrator of his
                 estate or by the person or persons to whom his rights under
                 the Options shall pass by will or the laws of descent and
                 distribution, but in no event may the Option be exercised
                 after the earlier of (i) one year from the optionee's death or
                 (ii) its expiration.

         (ii)    If an optionee ceases to be a director of the Company, the
                 Options granted to him may be exercised (to the extent he
                 would have been entitled to do so at the date that he ceases
                 to be a director) at any time and from time to time thereafter
                 prior to the earlier of (i) one year from the optionee's
                 cessation of service as a director or (ii) expiration of the
                 Option.

         (iii)   No transfer of an Option by an optionee by will or by the laws
                 of descent and distribution or pursuant to a QDRO shall be
                 effective to bind the Company unless the Company shall have
                 been furnished with written notice of the same and an
                 authenticated copy of the will, the QDRO and such other
                 evidence as the Board may deem necessary to establish the
                 validity of the transfer and the acceptance of the transferee
                 or transferees of the terms and conditions of such Option and
                 the terms and provisions of the Plan.

10.      No Rights as Stockholder. No optionee shall have any rights as a
         stockholder with respect to shares covered by an Option until the date
         of issuance of a stock certificate or certificates for such shares of
         Common Stock.

11.      Extraordinary Corporate Transactions. New options may be substituted
         for the Options granted under the Plan, or the Company's duties as to
         Options outstanding under the Plan may be assumed, by a corporation
         other than the Company, or by a parent or subsidiary of the Company,
         or such corporation, in connection with any merger, consolidation,
         acquisition, separation, reorganization, liquidation or like
         occurrence in which the Company is involved. Notwithstanding the
         foregoing or the provisions of paragraph 15 hereof, in the event such
         corporation, or parent or subsidiary of the Company or such
         corporation, does not substitute new Options for, and substantially
         equivalent to, the Options granted hereunder, or assume the Options
         granted hereunder, the Options granted hereunder shall be canceled,
         immediately
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         prior to the effective date of such event, and, in full consideration
         of such cancellation, and the optionee to whom the Option was granted
         shall be paid an amount in cash equal to the excess of (i) the value,
         as determined by the Board in its absolute discretion, of the property
         (including cash) received by the holder of a share of Common Stock as
         a result of such event less (ii) the exercise price of the Option.

12.      Change, of Control. If, at any time, a person, entity or group
         (including, in each case, all other persons, entities or groups
         controlling, controlled by, or under common control with or acting in
         concert or concurrently with, such person, entity or group) shall
         hold, purchase or acquire beneficial ownership (including without
         limitation power to vote) of 50% or more of the then outstanding
         shares of the Company's Common Stock, then any portion of the Options
         which have not yet become exercisable shall thereupon become
         immediately exercisable, and, except with respect to the limitations
         set forth in paragraph 6 hereof, the limitations set forth above as to
         the earliest date at which an option may be exercised shall thereupon
         become null and void and of no further effect whatsoever.

13.      Investment Representation. Each option agreement shall contain an
         agreement that, upon demand by the Board for such a representation,
         the optionee (or any person acting under paragraph (9(i)) shall
         deliver to the Company at the time of any exercise of an option a
         written representation that the shares to be acquired upon such
         exercise are to be acquired for investment and not for resale or with
         a view to the distribution thereof or such other representation as the
         Board deems advisable. Upon such demand, delivery of such
         representation, prior to the delivery of any shares issued upon
         exercise of an Option and prior to the expiration of the option
         period, shall be a condition precedent to the right of the optionee or
         such other person to purchase any shares.

14.      Amendments or Termination. The Board may amend, alter or discontinue
         the Plan; provided, however, that, without the approval of the
         Company's stockholders, no amendment shall (i) increase the number of
         shares subject to the Plan; (ii) modify the requirements as to
         eligibility for participation in the Plan; or (iii) modify the number
         or time at which Options may be granted.

15.      Changes in Company's Capital Structure. The existence of outstanding
         Options shall not affect in any way the right or power of the Company
         or its stockholders to make or authorize any or all adjustments,
         recapitalizations, reorganizations or other changes in the Company's
         capital structure or its business, or any merger or consolidation of
         the Company, or any issuance of Common Stock or any bonds, debentures,
         preferred or prior preference stock ahead of or affecting the Common
         Stock or the rights thereof, or the dissolution or liquidation of the
         Company, or any sale or transfer of all or any part of its assets or
         business, or any reorganization or other corporate act or proceeding,
         whether of a similar character or otherwise; provided, however, that
         if the outstanding shares of Common Stock of the Company shall at any
         time be changed or exchanged by declaration of a stock dividend, stock
         split, combination of shares, or recapitalization, the number and kind
         of shares then subject to any outstanding Option shall be
         appropriately and equitably adjusted so as to maintain the
         proportionate
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         number of shares without changing the aggregate option price of any
         outstanding Option.

16.      Compliance with Other Laws and Regulations. The Plan, the grant and
         exercise of Options thereunder, and the obligation of the Company to
         sell and deliver shares under such Options, shall be subject to all
         applicable federal and state laws, rules and regulations and to such
         approvals by any governmental or regulatory agency or national
         securities exchange as may be required. The Company shall not be
         required to issue or deliver any certificates for shares of Common
         Stock prior to the completion of any registration or qualification of
         such shares under any federal or state law, or any ruling or
         regulation of any government body or national securities exchange
         which the Company shall, in its sole discretion, determine to be
         necessary or advisable.

17.      Effective Date and Term of the Plan. The Plan was adopted by the Board
         of Directors on October 29, 1992, and approved by the stockholders of
         the Company at the annual meeting on December 17, 1992, and amended
         and restated by the Board on February 17, 1997.