<PAGE>   1
  As filed with the Securities and Exchange Commission on October 21, 1997.

                                                      Registration No. 333-_____
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

                             -------------------

                                    FORM S-8
            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                             -------------------

                                VERITAS DGC INC.
             (Exact name of registrant as specified in its charter)

            DELAWARE                                             76-0343152
  (State or Other Jurisdiction                                (I.R.S. Employer
of Incorporation or Organization)                            Identification No.)

                          3701 KIRBY DRIVE, SUITE 112
                              HOUSTON, TEXAS 77098
                                 (713) 512-8300
   (Address, including Zip Code, of Registrant's Principal Executive Offices)

                             -------------------
                     
                                VERITAS DGC INC.
                       1997 EMPLOYEE STOCK PURCHASE PLAN
                              (Full Title of Plan)

                             -------------------

  Name, Address, Telephone and                      Copy of Communications to:
  Number of Agent for Service:                     
                                                   
        ANTHONY TRIPODO                                 T. WILLIAM PORTER
  3701 KIRBY DRIVE, SUITE 112                        PORTER & HEDGES, L.L.P.
     HOUSTON, TEXAS  77098                          700 LOUISIANA, 35TH FLOOR
         (713) 512-8300                               HOUSTON, TEXAS  77002
                                                          (713) 226-0600

                             -------------------

                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===============================================================================================================
                                                        PROPOSED MAXIMUM        PROPOSED
                                         AMOUNT TO          OFFERING       MAXIMUM AGGREGATE     AMOUNT OF
TITLE OF SECURITIES TO BE REGISTERED   BE REGISTERED   PRICE PER SHARE(1)  OFFERING PRICE(2)  REGISTRATION FEE
---------------------------------------------------------------------------------------------------------------
<S>                                      <C>            <C>                 <C>                <C>
Common Stock, par value $.01 per share    500,000          $42.8438            $21,421,900        $6,492.00
===============================================================================================================
</TABLE>

(1)      Pursuant to Rule 416(a), also registered hereunder is an indeterminate
         number of shares of Common Stock issuable as a result of the
         anti-dilution provisions of the Plan.

(2)      Pursuant to Rule 457(c), the registration fee is calculated on the
         basis of the average of the high and low sale prices for the Common
         Stock on the New York Stock Exchange on October 16, 1997, which was
         $42.8438.  Pursuant to Rule 457(h), the registration fee is calculated
         with respect to the maximum number of the registrant's securities
         issuable under the Plan.

================================================================================

<PAGE>   2
                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The contents of the following documents filed by Veritas DGC Inc., a
Delaware corporation (the "Company or "Registrant"), with the Securities and
Exchange Commission ("Commission") are incorporated into this registration
statement ("Registration Statement") by reference:

         (a)     the Company's annual report on Form 10-K for the fiscal year
                 ended July 31, 1997, filed with the Commission on October 20,
                 1997;

         (b)     the description of the Company's Common Stock set forth in the
                 Company's registration statement on Form 8-A filed with the
                 Commission on August 14, 1997, and any amendment or report
                 filed for the purpose of updating any such description.

         All documents filed by the Company with the Commission pursuant to
Section 13(a) and 13(c), 14 and 15(d) of the Securities and Exchange Act of
1934, as amended (the "Exchange Act") after the filing date of the Registration
Statement and before the filing of a post-effective amendment to the
Registration Statement which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in the Registration Statement and to be part
hereof from the date of filing such documents.

         The Company will provide without charge to each participant in the
Company's 1997 Employee Stock Purchase Plan, upon written or oral request of
such persons, a copy (without exhibits, unless such exhibits are specifically
incorporated by reference) of any or all of the documents incorporated by
reference pursuant to this Item 3.


ITEM 4.  DESCRIPTION OF SECURITIES

COMMON STOCK

         The Company is authorized to issue 40,000,000 shares of Common Stock,
par value $.01 per share, and at July 31, 1997, there were 22,349,111 shares
outstanding, and 1,318,364 shares were reserved for issuance upon exercise of
outstanding warrants and options.  Included in shares outstanding are 2,376,071
Exchangeable Shares of Veritas Energy Services, Inc., a wholly-owned subsidiary
of the Company, which are exchangeable for, and vote with the Common Stock, and
are identical to, the Common Stock in all material respects.  Each share of
Common Stock has one vote on all matters presented to the stockholders.  Subject
to the rights and preferences of any Preferred Stock (as defined below) which
may be designated and issued, the holders of Common Stock are entitled to
receive dividends, if and when declared by the board of directors, and are
entitled on liquidation to all assets remaining after the payment of
liabilities.  The Common Stock has no preemptive or other subscription rights.
Outstanding shares of Common Stock are and the shares of Common Stock offered by
the Company, when issued and paid for, will be fully paid and nonassessable.
Because the Common Stock does not have cumulative voting rights, the holders of
more than 50% of the shares may, if they choose to do so, elect all of the
directors and, in that event, the holders of the remaining shares will not be
able to elect any directors.  ChaseMellon Shareholder Services, L.L.C., Dallas,
Texas, is the transfer agent and registrar for the Common Stock.

PREFERRED STOCK

         The board of directors of the Company, without any action by the
stockholders of the Company, is authorized to issue up to 1,000,000 shares of
preferred stock, par value $.01 per share (the "Preferred Stock").  Shares of
Preferred Stock may be issued in one or more series or classes, which will have
such designation, voting powers, preferences and relative, participating,
optional or other rights and such qualifications, limitations or restrictions
thereon, including voting rights, dividends, rights on liquidation, dissolution
or winding up, conversion or exchange rights and redemption provisions, as set
forth in the resolutions adopted by the Board of Directors providing for the
issuance of such stock and as permitted by the Delaware General Corporation Law
(the "DGCL").  A series of 400,000 shares of Preferred Stock


                                     -2-
<PAGE>   3
has been designated for use in connection with the Rights Plan (as defined
below).  Although the Company has no other current plans for the possible
issuance of Preferred Stock, the issuance of shares of Preferred Stock, or the
issuance of securities convertible into or exchangeable for such shares, could
be used to discourage an unsolicited acquisition proposal that some or a
majority of the stockholders believe to be in their interests or in which
stockholders are to receive a premium for their stock over the then current
market price.  In addition, the issuance of Preferred Stock could adversely
affect the voting power of the holders of Common Stock.  The Board of Directors
does not presently intend to seek stockholder approval prior to any issuance of
currently authorized stock, unless otherwise required by law or stock exchange
rules.

RIGHTS PLAN

         Pursuant to a Rights Agreement between the Company and ChaseMellon
Shareholder Services, L.L.C., Dallas, Texas (the "Rights Plan"), each share of
Common Stock has attached to it one Right (the "Right"), represented by the
certificate which is also the certificate representing the Common Stock.  Each
Right entitles the registered holder to purchase from the Company one
one-thousandth of a share of Series A Junior Participating Preferred Stock, par
value $.01 per share (the "Series A Preferred Stock"), of the Company at a
purchase price of $100, subject to adjustment (the "Purchase Price").

         The Rights will separate from the Company's Common Stock and a
"Distribution Date" will occur upon the earlier of (i) 10 business days
following a public announcement that a person or group of affiliated or
associated persons (an "Acquiring Person") has acquired, or obtained the right
to acquire, beneficial ownership of 15% or more of the outstanding shares of
Common Stock (the "Stock Acquisition Date"), or (ii) 10 business days (or such
later date as the Board of Directors of the Company shall determine) following
the commencement of a tender or exchange offer which would result in a person
or group beneficially owning 15% or more of such outstanding shares of Common
Stock (the  "Tender Offer Date").  Until the Distribution Date, the Rights will
be transferred with and only with the Common Stock certificates.  The Rights
are not exercisable until the Distribution Date and, unless earlier redeemed by
the Company as described below, will expire at the close of business on May 15,
2007.

         In the event that, among other things, (i) the Company is the
surviving corporation in a merger or other business combination with an
Acquiring Person or (ii) any person shall become the beneficial owner of more
than 15% of the outstanding shares of the Common Stock (except (A) pursuant to
certain consolidations or mergers involving the Company or sales or transfers
of the combined assets or earning power of the Company and its subsidiaries, or
(B) pursuant to an offer for all outstanding shares of the Common Stock at a
price and upon terms and conditions which a majority of the Continuing
Directors (as defined below) determines to be in the best interests of the
Company and its stockholders) each holder of a Right (other than the Acquiring
Person, certain related parties and transferees) will thereafter have the right
to purchase, upon exercise, a one-thousandth fractional share interest in
Series A Preferred Stock each of which is for all purposes essentially
equivalent to a share of Common Stock (or, in certain circumstances, cash,
property or other securities of the Company) having a value equal to two times
the exercise price of the Right.  For example, at the exercise price of $100
per Right, each Right not owned by an Acquiring Person (or by certain related
parties and transferees) following an event set forth above would entitle its
holder to purchase $200 worth of Series A Preferred Stock (or other
consideration, as noted above) for $100.  Assuming that the Series A Preferred
Stock had a per share market price of $40 at such time (with each
one-thousandth share of Series A Preferred Stock valued at one share of Common
Stock), the holder of each valid Right would be entitled to purchase 5 shares
of the Series A Preferred Stock for $100.  Rights are not exercisable following
the occurrence of any of the events described above until the Rights are no
longer redeemable by the Company as described below.  Notwithstanding any of
the foregoing, following the occurrence of any of the events described in this
paragraph, all Rights that are, or (under certain circumstances specified in
the Rights Plan) were, beneficially owned by any Acquiring Person will be null
and void.

         In the event that, at any time following the Stock Acquisition Date,
(i) the Company is acquired in a merger or other business combination
transaction in which the Company is not the surviving corporation, (ii) the
Company is the surviving corporation in a consolidation or merger pursuant to
which all or part of the outstanding shares of Common Stock are changed into or
exchanged for stock or other securities of any other person or cash or any
other property or (iii) more than 50% of the combined assets or earning power
of the Company and its subsidiaries is sold or transferred (in each case other
than certain consolidations with, mergers with and into, or sales of assets or
earning power by or to subsidiaries of the Company as specified in the Rights
Agreement), each holder of a Right (except Rights that previously have been
voided as set forth above) shall thereafter have the right to receive, upon
exercise, common





                                      -3-
<PAGE>   4
stock of the acquiring company having a value equal to two times the exercise
price of the Right.  The events described in this paragraph and in the
immediately preceding paragraph are referred to as the "Triggering Events."

         At any time until any person becomes an Acquiring Person, the Company
may redeem the Rights in whole, but not in part, at a price of $.001 per Right
(payable in cash, shares of Common Stock or other consideration deemed
appropriate by the Board of Directors).  Rights may not be redeemed during the
180 day period after any person becomes an Acquiring Person unless the
redemption is approved by a majority of Continuing Directors.  The term
"Continuing Director" means any member of the Board of Directors of the Company
who was a member of the Board prior to the date of the Rights Agreement, and
any person who is subsequently elected to the Board if such person is
recommended or approved by a majority of at least five Continuing Directors,
but shall not include an Acquiring Person, or an affiliate or associate of an
Acquiring Person, or any representative of the foregoing persons.

         Until a Right is exercised, the holder thereof, as such, will have no
rights as a stockholder of the Company, including, without limitation, the
right to vote or to receive dividends.

         The Rights have certain anti-takeover effects.  They may reduce or
eliminate (i) "two-tiered" or other partial offers that do not offer fair value
for all Common Stock; (ii) the accumulation by a third party of 15% or more of
the Common Stock in open-market or private purchases in order to influence or
control the business and affairs of the Company without paying an appropriate
premium for a controlling position in the Company; and (iii) the accumulation
of shares of Common Stock by third parties in market transactions for the
primary purpose of attempting to cause the Company to be sold.  In addition,
the Rights will cause substantial dilution to a person or group that attempts
to acquire the Company in a manner defined as a Triggering Event unless the
offer is conditioned on a substantial number of Rights being acquired.  The
Rights, however, should not affect any prospective offeror willing to make an
offer for all outstanding shares of Common Stock and other voting securities at
a price and on other terms that are in the best interests of the Company and
its stockholders as determined by the Board of Directors or affect any
prospective offeror willing to negotiate with the Board of Directors because as
part of any negotiated transaction the Rights would either be redeemed or
otherwise made inapplicable to the transaction.  The Rights should not
interfere with any merger or other business combination approved by the Board
of Directors since the Board of Directors may, at its option, at any time until
ten business days following the Stock Acquisition Date, redeem all, but not
less than all, of the then outstanding Rights at the $.001 redemption price.


ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

         Not Applicable.


ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Section 145 of the DGCL permits a corporation to indemnify any person
who was or is a party or is threatened to be made a party to any threatened
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative, by reason of the fact that he is or was a
director, officer, employee or agent of the corporation or is or was serving at
the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by him in connection with such
action.

         In a suit brought to obtain a judgment in the corporation's favor,
whether by the corporation itself or derivatively by a stockholder, the
corporation may only indemnify for expenses, including attorney's fees,
actually and reasonably incurred in connection with the defense or settlement
of the case, and the corporation may not indemnify for amounts paid in
satisfaction of a judgment or in settlement of the claim.  In any such action,
no indemnification may be paid in respect of any claim, issue or matter as to
which such persons shall have been adjudged liable to the corporation except as
otherwise provided by the Delaware Court of Chancery or the court in which the
claim was brought.  In any other type of proceeding, the indemnification may
extend to judgments, fines and amounts paid in settlement, actually and
reasonably incurred in connection with such other proceeding, as well as to
expenses (including attorneys' fees).





                                      -4-
<PAGE>   5
         The statute does not permit indemnification unless the person seeking
indemnification has acted in good faith and in a manner he reasonably believed
to be in, or not opposed to, the best interest of the corporation and, in the
case of criminal actions or proceedings, the person had no reasonable cause to
believe his conduct was unlawful.  There are additional limitations applicable
to criminal actions and to actions brought by or in the name of the
corporation.  The determination as to whether a person seeking indemnification
has met the required standard of conduct is to be made (i) by a majority vote
of a quorum of disinterested members of the board of directors, or (ii) by
independent counsel in a written opinion, if such a quorum does not exist or if
the disinterested directors so direct, or (iii) by the stockholders.

         The Restated Certificate of Incorporation (with Amendments) and Bylaws
of the Company require the Company to indemnify the Company's directors and
officers to the fullest extent permitted under Delaware law, and to implement
provisions pursuant to contractual indemnity agreements the Company has entered
into with the directors and executive officers.  The Company's Restated
Certificate of Incorporation (with Amendments) limits the personal liability of
a director to the Company or its stockholders to damages for breach of the
director's fiduciary duty.

         The Company has purchased insurance on behalf of its directors and
officers against certain liabilities that may be asserted against, or incurred
by, such persons in their capacities as directors or officers of the
registrant, or that may arise out of their status as directors or officers of
the registrant, including liabilities under the federal and state securities
laws.


ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

         Not Applicable.


ITEM 8.  EXHIBITS

Exhibit
No.              Description
-------          -----------

4.1*             1997 Employee Stock Purchase Plan.
4.2              Restated Certificate of Incorporation (with Amendments) of
                 Digicon Inc. dated August 30, 1996.  (Incorporated by
                 reference to exhibit 3.1 to Veritas DGC Inc.'s Current Report
                 on Form 8-K dated September 16, 1996).
4.3              Certificate of Ownership and Merger of New Digicon Inc. and
                 Digicon Inc. (Incorporated by reference to Exhibit 3-B to 
                 Digicon's Registration Statement No. 33-43873, dated 
                 November 12, 1991).
4.4              By-laws of New Digicon Inc. dated June 24, 1991.  
                 (Incorporated by reference to Exhibit 3-C to
                 Digicon's Registration Statement No.  33-43873, dated
                 November 12, 1991).
4.5              Specimen Veritas DGC Inc. Common Stock certificate.
                 (Incorporated by reference to Exhibit 4-C to Veritas DGC
                 Inc.'s Annual Report on Form 10-K for the year ended July 31,
                 1996).
4.6              Rights Agreement between Veritas DGC Inc. and ChaseMellon
                 Shareholder Services, L.L.C. dated as of May 15, 1997.
                 (Incorporated by reference to Exhibit 4.1 of Veritas DGC
                 Inc.'s Current Report on Form 8-K filed May 27, 1997).
5.1*             Opinion of Porter & Hedges, L.L.P., with respect to the
                 legality of the securities filed herewith.  
23.1*            Consent of Price Waterhouse LLP.  
23.2*            Consent of Price Waterhouse, Chartered Accountants.  
23.3*            Consent of Deloitte & Touche LLP.  
23.4*            Consent of Porter & Hedges, L.L.P. (included in Exhibit 5.1 
                 Opinion)
24.1*            Power of Attorney (included on signature page)

_______________
*Filed herewith





                                      -5-
<PAGE>   6
ITEM 9.  UNDERTAKINGS

         A.      Undertaking to Update

         The undersigned registrant hereby undertakes:

         (1)     To file, during any period in which offers or sales are being
made, a post-effective amendment to the Registration Statement to:

                 (i)      include any prospectus required by section 10(a)(3)
         of the Securities Act of 1933, as amended (the "Securities Act");

                 (ii)     reflect in the prospectus any facts or events arising
         after the effective date of the Registration Statement (or most recent
         post-effective amendment thereof) which, individually or in the
         aggregate represent a fundamental change in the information in the
         Registration Statement; and

                 (iii)    include any material information with respect to the
         plan for distribution not previously disclosed in the Registration
         Statement or any material change to such information in the
         Registration Statement.

Provided, however, that paragraph (A)(1)(i) and (A)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or 15(d) of the Exchange Act that are incorporated by reference in
the Registration Statement.

         (2)     That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (3)     To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

         B.      Undertaking With Respect to Documents Incorporated by Reference

         The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and where applicable, each filing of an employee benefit plan's annual
report pursuant to section 15(d) of the Exchange Act) that is incorporated by
reference in the Registration Statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

         C.      Undertaking With Respect to Indemnification

         Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Commission, such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable.  In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the securities
being registered, the registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed
by the final adjudication of such issue.





                                      -6-
<PAGE>   7
                               POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints David B. Robson, Stephen J. Ludlow and
Anthony Tripodo, and each of them, either of whom may act without joinder of
the other, his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and his name, place and stead, in any
and all capacities, to sign any or all pre- and post-effective amendments and
supplements to this Registration Statement, and to file the same, or caused to
be filed the same, with all exhibits thereto and all other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto such attorneys-in- fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, and each of them, or the substitute or
substitutes of either of them, may lawfully do or cause to be done by virtue
hereof.

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Houston, State of Texas on October 21, 1997.

                                        VERITAS DGC INC.


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

         Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the 21st day of October 1997.
<TABLE>
<CAPTION>
            SIGNATURE                                TITLE
            ---------                                -----
    <S>                            <C>
    /s/ DAVID B. ROBSON                        Chairman of the Board,
    -----------------------------        Chief Executive Officer and Director
    David B. Robson                      
                                 
                                 
    /s/ STEPHEN J. LUDLOW                            President,
    -----------------------------        Chief Operating Officer and Director
    Stephen J. Ludlow                    
                                 
    /s/ LAWRENCE C. FICHTNER                  Executive Vice President,
    -----------------------------       Corporate Communications and Director
    Lawrence C. Fichtner                                                     
                                 
                                 
    /s/ ANTHONY TRIPODO                       Executive Vice President,
    -----------------------------     Chief Financial Officer and Treasurer 
    Anthony Tripodo                (principal financial and accounting officer) 
                                   
                                 
                                 
                                                       Director
    -----------------------------                              
    Clayton P. Cormier           
                                 
                                 
    /s/ RALPH M. EESON                                 Director
    -----------------------------                              
    Ralph M. Eeson               
                                 
                                                       Director
    -----------------------------                              
    Steven J. Gilbert            
                                 
                                 
                                                       Director
    -----------------------------                              
    Brian F. MacNeill            
                                 
                                 
                                                       Director
    -----------------------------                              
    Douglas B. Thompson          
                                 
                                 
    /s/ JACK C. THREET                                 Director
    -----------------------------                              
    Jack C. Threet              
</TABLE>


                                      -7-
<PAGE>   8
                               INDEX TO EXHIBITS



<TABLE>
<CAPTION>
 EXHIBIT                                            
   NO.                  DESCRIPTION                  
--------                -----------
<S>             <C>
4.1*             1997 Employee Stock Purchase Plan.
4.2              Restated Certificate of Incorporation (with Amendments) of
                 Digicon Inc. dated August 30, 1996.  (Incorporated by
                 reference to Exhibit 3.1 to Veritas DGC Inc.'s Current Report
                 on Form 8-K dated September 16, 1996).
4.3              Certificate of Ownership and Merger of New Digicon Inc. and
                 Digicon Inc. (Incorporated by reference to Exhibit 3-B to 
                 Digicon's Registration Statement No. 33-43873, dated 
                 November 12, 1991).
4.4              By-laws of New Digicon Inc. dated June 24, 1991.  
                 (Incorporated by reference to Exhibit 3-C to Digicon's 
                 Registration Statement No.  33-43873, dated November 12, 
                 1991).
4.5              Specimen Veritas DGC Inc. Common Stock certificate.
                 (Incorporated by reference to Exhibit 4-C to Veritas DGC
                 Inc.'s Annual Report on Form 10-K for the year ended July 31,
                 1996).
4.6              Rights Agreement between Veritas DGC Inc. and ChaseMellon
                 Shareholder Services, L.L.C. dated as of May 15, 1997.
                 (Incorporated by reference to Exhibit 4.1 of Veritas DGC
                 Inc.'s Current Report on Form 8-K filed May 27, 1997).
5.1*             Opinion of Porter & Hedges, L.L.P., with respect to the
                 legality of the securities filed herewith.  
23.1*            Consent of Price Waterhouse LLP.  
23.2*            Consent of Price Waterhouse, Chartered Accountants.  
23.3*            Consent of Deloitte & Touche LLP.  
23.4*            Consent of Porter & Hedges, L.L.P. (included in Exhibit 5.1 
                 Opinion)
24.1*            Power of Attorney (included on signature page)

</TABLE>


_________________
*Filed herewith.





                                      -8-
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1
  As filed with the Securities and Exchange Commission on October 21, 1997.

                                                      Registration No. 333-_____
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

                             -------------------

                                    FORM S-8
            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                             -------------------

                                VERITAS DGC INC.
             (Exact name of registrant as specified in its charter)

            DELAWARE                                             76-0343152
  (State or Other Jurisdiction                                (I.R.S. Employer
of Incorporation or Organization)                            Identification No.)

                          3701 KIRBY DRIVE, SUITE 112
                              HOUSTON, TEXAS 77098
                                 (713) 512-8300
   (Address, including Zip Code, of Registrant's Principal Executive Offices)

                             -------------------
                     
                                VERITAS DGC INC.
                       1997 EMPLOYEE STOCK PURCHASE PLAN
                              (Full Title of Plan)

                             -------------------

  Name, Address, Telephone and                      Copy of Communications to:
  Number of Agent for Service:                     
                                                   
        ANTHONY TRIPODO                                 T. WILLIAM PORTER
  3701 KIRBY DRIVE, SUITE 112                        PORTER & HEDGES, L.L.P.
     HOUSTON, TEXAS  77098                          700 LOUISIANA, 35TH FLOOR
         (713) 512-8300                               HOUSTON, TEXAS  77002
                                                          (713) 226-0600

                             -------------------

                        CALCULATION OF REGISTRATION FEE
===============================================================================================================
                                                        PROPOSED MAXIMUM        PROPOSED
                                         AMOUNT TO          OFFERING       MAXIMUM AGGREGATE     AMOUNT OF
TITLE OF SECURITIES TO BE REGISTERED   BE REGISTERED   PRICE PER SHARE(1)  OFFERING PRICE(2)  REGISTRATION FEE
---------------------------------------------------------------------------------------------------------------
Common Stock, par value $.01 per share    500,000          $42.8438            $21,421,900        $6,492.00
===============================================================================================================
(1)      Pursuant to Rule 416(a), also registered hereunder is an indeterminate
         number of shares of Common Stock issuable as a result of the
         anti-dilution provisions of the Plan.

(2)      Pursuant to Rule 457(c), the registration fee is calculated on the
         basis of the average of the high and low sale prices for the Common
         Stock on the New York Stock Exchange on October 16, 1997, which was
         $42.8438.  Pursuant to Rule 457(h), the registration fee is calculated
         with respect to the maximum number of the registrant's securities
         issuable under the Plan.

================================================================================
2
                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The contents of the following documents filed by Veritas DGC Inc., a
Delaware corporation (the "Company or "Registrant"), with the Securities and
Exchange Commission ("Commission") are incorporated into this registration
statement ("Registration Statement") by reference:

         (a)     the Company's annual report on Form 10-K for the fiscal year
                 ended July 31, 1997, filed with the Commission on October 20,
                 1997;

         (b)     the description of the Company's Common Stock set forth in the
                 Company's registration statement on Form 8-A filed with the
                 Commission on August 14, 1997, and any amendment or report
                 filed for the purpose of updating any such description.

         All documents filed by the Company with the Commission pursuant to
Section 13(a) and 13(c), 14 and 15(d) of the Securities and Exchange Act of
1934, as amended (the "Exchange Act") after the filing date of the Registration
Statement and before the filing of a post-effective amendment to the
Registration Statement which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in the Registration Statement and to be part
hereof from the date of filing such documents.

         The Company will provide without charge to each participant in the
Company's 1997 Employee Stock Purchase Plan, upon written or oral request of
such persons, a copy (without exhibits, unless such exhibits are specifically
incorporated by reference) of any or all of the documents incorporated by
reference pursuant to this Item 3.

ITEM 4.  DESCRIPTION OF SECURITIES

COMMON STOCK

         The Company is authorized to issue 40,000,000 shares of Common Stock,
par value $.01 per share, and at July 31, 1997, there were 22,349,111 shares
outstanding, and 1,318,364 shares were reserved for issuance upon exercise of
outstanding warrants and options.  Included in shares outstanding are 2,376,071
Exchangeable Shares of Veritas Energy Services, Inc., a wholly-owned subsidiary
of the Company, which are exchangeable for, and vote with the Common Stock, and
are identical to, the Common Stock in all material respects.  Each share of
Common Stock has one vote on all matters presented to the stockholders.  Subject
to the rights and preferences of any Preferred Stock (as defined below) which
may be designated and issued, the holders of Common Stock are entitled to
receive dividends, if and when declared by the board of directors, and are
entitled on liquidation to all assets remaining after the payment of
liabilities.  The Common Stock has no preemptive or other subscription rights.
Outstanding shares of Common Stock are and the shares of Common Stock offered by
the Company, when issued and paid for, will be fully paid and nonassessable.
Because the Common Stock does not have cumulative voting rights, the holders of
more than 50% of the shares may, if they choose to do so, elect all of the
directors and, in that event, the holders of the remaining shares will not be
able to elect any directors.  ChaseMellon Shareholder Services, L.L.C., Dallas,
Texas, is the transfer agent and registrar for the Common Stock.

PREFERRED STOCK

         The board of directors of the Company, without any action by the
stockholders of the Company, is authorized to issue up to 1,000,000 shares of
preferred stock, par value $.01 per share (the "Preferred Stock").  Shares of
Preferred Stock may be issued in one or more series or classes, which will have
such designation, voting powers, preferences and relative, participating,
optional or other rights and such qualifications, limitations or restrictions
thereon, including voting rights, dividends, rights on liquidation, dissolution
or winding up, conversion or exchange rights and redemption provisions, as set
forth in the resolutions adopted by the Board of Directors providing for the
issuance of such stock and as permitted by the Delaware General Corporation Law
(the "DGCL").  A series of 400,000 shares of Preferred Stock

                                     -2-
3
has been designated for use in connection with the Rights Plan (as defined
below).  Although the Company has no other current plans for the possible
issuance of Preferred Stock, the issuance of shares of Preferred Stock, or the
issuance of securities convertible into or exchangeable for such shares, could
be used to discourage an unsolicited acquisition proposal that some or a
majority of the stockholders believe to be in their interests or in which
stockholders are to receive a premium for their stock over the then current
market price.  In addition, the issuance of Preferred Stock could adversely
affect the voting power of the holders of Common Stock.  The Board of Directors
does not presently intend to seek stockholder approval prior to any issuance of
currently authorized stock, unless otherwise required by law or stock exchange
rules.

RIGHTS PLAN

         Pursuant to a Rights Agreement between the Company and ChaseMellon
Shareholder Services, L.L.C., Dallas, Texas (the "Rights Plan"), each share of
Common Stock has attached to it one Right (the "Right"), represented by the
certificate which is also the certificate representing the Common Stock.  Each
Right entitles the registered holder to purchase from the Company one
one-thousandth of a share of Series A Junior Participating Preferred Stock, par
value $.01 per share (the "Series A Preferred Stock"), of the Company at a
purchase price of $100, subject to adjustment (the "Purchase Price").

         The Rights will separate from the Company's Common Stock and a
"Distribution Date" will occur upon the earlier of (i) 10 business days
following a public announcement that a person or group of affiliated or
associated persons (an "Acquiring Person") has acquired, or obtained the right
to acquire, beneficial ownership of 15% or more of the outstanding shares of
Common Stock (the "Stock Acquisition Date"), or (ii) 10 business days (or such
later date as the Board of Directors of the Company shall determine) following
the commencement of a tender or exchange offer which would result in a person
or group beneficially owning 15% or more of such outstanding shares of Common
Stock (the  "Tender Offer Date").  Until the Distribution Date, the Rights will
be transferred with and only with the Common Stock certificates.  The Rights
are not exercisable until the Distribution Date and, unless earlier redeemed by
the Company as described below, will expire at the close of business on May 15,
2007.

         In the event that, among other things, (i) the Company is the
surviving corporation in a merger or other business combination with an
Acquiring Person or (ii) any person shall become the beneficial owner of more
than 15% of the outstanding shares of the Common Stock (except (A) pursuant to
certain consolidations or mergers involving the Company or sales or transfers
of the combined assets or earning power of the Company and its subsidiaries, or
(B) pursuant to an offer for all outstanding shares of the Common Stock at a
price and upon terms and conditions which a majority of the Continuing
Directors (as defined below) determines to be in the best interests of the
Company and its stockholders) each holder of a Right (other than the Acquiring
Person, certain related parties and transferees) will thereafter have the right
to purchase, upon exercise, a one-thousandth fractional share interest in
Series A Preferred Stock each of which is for all purposes essentially
equivalent to a share of Common Stock (or, in certain circumstances, cash,
property or other securities of the Company) having a value equal to two times
the exercise price of the Right.  For example, at the exercise price of $100
per Right, each Right not owned by an Acquiring Person (or by certain related
parties and transferees) following an event set forth above would entitle its
holder to purchase $200 worth of Series A Preferred Stock (or other
consideration, as noted above) for $100.  Assuming that the Series A Preferred
Stock had a per share market price of $40 at such time (with each
one-thousandth share of Series A Preferred Stock valued at one share of Common
Stock), the holder of each valid Right would be entitled to purchase 5 shares
of the Series A Preferred Stock for $100.  Rights are not exercisable following
the occurrence of any of the events described above until the Rights are no
longer redeemable by the Company as described below.  Notwithstanding any of
the foregoing, following the occurrence of any of the events described in this
paragraph, all Rights that are, or (under certain circumstances specified in
the Rights Plan) were, beneficially owned by any Acquiring Person will be null
and void.

         In the event that, at any time following the Stock Acquisition Date,
(i) the Company is acquired in a merger or other business combination
transaction in which the Company is not the surviving corporation, (ii) the
Company is the surviving corporation in a consolidation or merger pursuant to
which all or part of the outstanding shares of Common Stock are changed into or
exchanged for stock or other securities of any other person or cash or any
other property or (iii) more than 50% of the combined assets or earning power
of the Company and its subsidiaries is sold or transferred (in each case other
than certain consolidations with, mergers with and into, or sales of assets or
earning power by or to subsidiaries of the Company as specified in the Rights
Agreement), each holder of a Right (except Rights that previously have been
voided as set forth above) shall thereafter have the right to receive, upon
exercise, common

                                      -3-
4
stock of the acquiring company having a value equal to two times the exercise
price of the Right.  The events described in this paragraph and in the
immediately preceding paragraph are referred to as the "Triggering Events."

         At any time until any person becomes an Acquiring Person, the Company
may redeem the Rights in whole, but not in part, at a price of $.001 per Right
(payable in cash, shares of Common Stock or other consideration deemed
appropriate by the Board of Directors).  Rights may not be redeemed during the
180 day period after any person becomes an Acquiring Person unless the
redemption is approved by a majority of Continuing Directors.  The term
"Continuing Director" means any member of the Board of Directors of the Company
who was a member of the Board prior to the date of the Rights Agreement, and
any person who is subsequently elected to the Board if such person is
recommended or approved by a majority of at least five Continuing Directors,
but shall not include an Acquiring Person, or an affiliate or associate of an
Acquiring Person, or any representative of the foregoing persons.

         Until a Right is exercised, the holder thereof, as such, will have no
rights as a stockholder of the Company, including, without limitation, the
right to vote or to receive dividends.

         The Rights have certain anti-takeover effects.  They may reduce or
eliminate (i) "two-tiered" or other partial offers that do not offer fair value
for all Common Stock; (ii) the accumulation by a third party of 15% or more of
the Common Stock in open-market or private purchases in order to influence or
control the business and affairs of the Company without paying an appropriate
premium for a controlling position in the Company; and (iii) the accumulation
of shares of Common Stock by third parties in market transactions for the
primary purpose of attempting to cause the Company to be sold.  In addition,
the Rights will cause substantial dilution to a person or group that attempts
to acquire the Company in a manner defined as a Triggering Event unless the
offer is conditioned on a substantial number of Rights being acquired.  The
Rights, however, should not affect any prospective offeror willing to make an
offer for all outstanding shares of Common Stock and other voting securities at
a price and on other terms that are in the best interests of the Company and
its stockholders as determined by the Board of Directors or affect any
prospective offeror willing to negotiate with the Board of Directors because as
part of any negotiated transaction the Rights would either be redeemed or
otherwise made inapplicable to the transaction.  The Rights should not
interfere with any merger or other business combination approved by the Board
of Directors since the Board of Directors may, at its option, at any time until
ten business days following the Stock Acquisition Date, redeem all, but not
less than all, of the then outstanding Rights at the $.001 redemption price.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

         Not Applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Section 145 of the DGCL permits a corporation to indemnify any person
who was or is a party or is threatened to be made a party to any threatened
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative, by reason of the fact that he is or was a
director, officer, employee or agent of the corporation or is or was serving at
the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by him in connection with such
action.

         In a suit brought to obtain a judgment in the corporation's favor,
whether by the corporation itself or derivatively by a stockholder, the
corporation may only indemnify for expenses, including attorney's fees,
actually and reasonably incurred in connection with the defense or settlement
of the case, and the corporation may not indemnify for amounts paid in
satisfaction of a judgment or in settlement of the claim.  In any such action,
no indemnification may be paid in respect of any claim, issue or matter as to
which such persons shall have been adjudged liable to the corporation except as
otherwise provided by the Delaware Court of Chancery or the court in which the
claim was brought.  In any other type of proceeding, the indemnification may
extend to judgments, fines and amounts paid in settlement, actually and
reasonably incurred in connection with such other proceeding, as well as to
expenses (including attorneys' fees).

                                      -4-
5
         The statute does not permit indemnification unless the person seeking
indemnification has acted in good faith and in a manner he reasonably believed
to be in, or not opposed to, the best interest of the corporation and, in the
case of criminal actions or proceedings, the person had no reasonable cause to
believe his conduct was unlawful.  There are additional limitations applicable
to criminal actions and to actions brought by or in the name of the
corporation.  The determination as to whether a person seeking indemnification
has met the required standard of conduct is to be made (i) by a majority vote
of a quorum of disinterested members of the board of directors, or (ii) by
independent counsel in a written opinion, if such a quorum does not exist or if
the disinterested directors so direct, or (iii) by the stockholders.

         The Restated Certificate of Incorporation (with Amendments) and Bylaws
of the Company require the Company to indemnify the Company's directors and
officers to the fullest extent permitted under Delaware law, and to implement
provisions pursuant to contractual indemnity agreements the Company has entered
into with the directors and executive officers.  The Company's Restated
Certificate of Incorporation (with Amendments) limits the personal liability of
a director to the Company or its stockholders to damages for breach of the
director's fiduciary duty.

         The Company has purchased insurance on behalf of its directors and
officers against certain liabilities that may be asserted against, or incurred
by, such persons in their capacities as directors or officers of the
registrant, or that may arise out of their status as directors or officers of
the registrant, including liabilities under the federal and state securities
laws.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

         Not Applicable.

ITEM 8.  EXHIBITS

Exhibit
No.              Description
-------          -----------

4.1*             1997 Employee Stock Purchase Plan.
4.2              Restated Certificate of Incorporation (with Amendments) of
                 Digicon Inc. dated August 30, 1996.  (Incorporated by
                 reference to exhibit 3.1 to Veritas DGC Inc.'s Current Report
                 on Form 8-K dated September 16, 1996).
4.3              Certificate of Ownership and Merger of New Digicon Inc. and
                 Digicon Inc. (Incorporated by reference to Exhibit 3-B to 
                 Digicon's Registration Statement No. 33-43873, dated 
                 November 12, 1991).
4.4              By-laws of New Digicon Inc. dated June 24, 1991.  
                 (Incorporated by reference to Exhibit 3-C to
                 Digicon's Registration Statement No.  33-43873, dated
                 November 12, 1991).
4.5              Specimen Veritas DGC Inc. Common Stock certificate.
                 (Incorporated by reference to Exhibit 4-C to Veritas DGC
                 Inc.'s Annual Report on Form 10-K for the year ended July 31,
                 1996).
4.6              Rights Agreement between Veritas DGC Inc. and ChaseMellon
                 Shareholder Services, L.L.C. dated as of May 15, 1997.
                 (Incorporated by reference to Exhibit 4.1 of Veritas DGC
                 Inc.'s Current Report on Form 8-K filed May 27, 1997).
5.1*             Opinion of Porter & Hedges, L.L.P., with respect to the
                 legality of the securities filed herewith.  
23.1*            Consent of Price Waterhouse LLP.  
23.2*            Consent of Price Waterhouse, Chartered Accountants.  
23.3*            Consent of Deloitte & Touche LLP.  
23.4*            Consent of Porter & Hedges, L.L.P. (included in Exhibit 5.1 
                 Opinion)
24.1*            Power of Attorney (included on signature page)

_______________
*Filed herewith

                                      -5-
6
ITEM 9.  UNDERTAKINGS

         A.      Undertaking to Update

         The undersigned registrant hereby undertakes:

         (1)     To file, during any period in which offers or sales are being
made, a post-effective amendment to the Registration Statement to:

                 (i)      include any prospectus required by section 10(a)(3)
         of the Securities Act of 1933, as amended (the "Securities Act");

                 (ii)     reflect in the prospectus any facts or events arising
         after the effective date of the Registration Statement (or most recent
         post-effective amendment thereof) which, individually or in the
         aggregate represent a fundamental change in the information in the
         Registration Statement; and

                 (iii)    include any material information with respect to the
         plan for distribution not previously disclosed in the Registration
         Statement or any material change to such information in the
         Registration Statement.

Provided, however, that paragraph (A)(1)(i) and (A)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or 15(d) of the Exchange Act that are incorporated by reference in
the Registration Statement.

         (2)     That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (3)     To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

         B.      Undertaking With Respect to Documents Incorporated by Reference

         The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and where applicable, each filing of an employee benefit plan's annual
report pursuant to section 15(d) of the Exchange Act) that is incorporated by
reference in the Registration Statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

         C.      Undertaking With Respect to Indemnification

         Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Commission, such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable.  In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the securities
being registered, the registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed
by the final adjudication of such issue.

                                      -6-
7
                               POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints David B. Robson, Stephen J. Ludlow and
Anthony Tripodo, and each of them, either of whom may act without joinder of
the other, his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and his name, place and stead, in any
and all capacities, to sign any or all pre- and post-effective amendments and
supplements to this Registration Statement, and to file the same, or caused to
be filed the same, with all exhibits thereto and all other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto such attorneys-in- fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, and each of them, or the substitute or
substitutes of either of them, may lawfully do or cause to be done by virtue
hereof.

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Houston, State of Texas on October 21, 1997.

                                        VERITAS DGC INC.

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

         Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the 21st day of October 1997.
SIGNATURE                                TITLE
            ---------                                -----
/s/ DAVID B. ROBSON                        Chairman of the Board,
    -----------------------------        Chief Executive Officer and Director
    David B. Robson                      
                                 
                                 
    /s/ STEPHEN J. LUDLOW                            President,
    -----------------------------        Chief Operating Officer and Director
    Stephen J. Ludlow                    
                                 
    /s/ LAWRENCE C. FICHTNER                  Executive Vice President,
    -----------------------------       Corporate Communications and Director
    Lawrence C. Fichtner                                                     
                                 
                                 
    /s/ ANTHONY TRIPODO                       Executive Vice President,
    -----------------------------     Chief Financial Officer and Treasurer 
    Anthony Tripodo                (principal financial and accounting officer) 
                                   
                                 
                                 
                                                       Director
    -----------------------------                              
    Clayton P. Cormier           
                                 
                                 
    /s/ RALPH M. EESON                                 Director
    -----------------------------                              
    Ralph M. Eeson               
                                 
                                                       Director
    -----------------------------                              
    Steven J. Gilbert            
                                 
                                 
                                                       Director
    -----------------------------                              
    Brian F. MacNeill            
                                 
                                 
                                                       Director
    -----------------------------                              
    Douglas B. Thompson          
                                 
                                 
    /s/ JACK C. THREET                                 Director
    -----------------------------                              
    Jack C. Threet
-7-
8
                               INDEX TO EXHIBITS
EXHIBIT                                            
   NO.                  DESCRIPTION                  
--------                -----------
4.1*             1997 Employee Stock Purchase Plan.
4.2              Restated Certificate of Incorporation (with Amendments) of
                 Digicon Inc. dated August 30, 1996.  (Incorporated by
                 reference to Exhibit 3.1 to Veritas DGC Inc.'s Current Report
                 on Form 8-K dated September 16, 1996).
4.3              Certificate of Ownership and Merger of New Digicon Inc. and
                 Digicon Inc. (Incorporated by reference to Exhibit 3-B to 
                 Digicon's Registration Statement No. 33-43873, dated 
                 November 12, 1991).
4.4              By-laws of New Digicon Inc. dated June 24, 1991.  
                 (Incorporated by reference to Exhibit 3-C to Digicon's 
                 Registration Statement No.  33-43873, dated November 12, 
                 1991).
4.5              Specimen Veritas DGC Inc. Common Stock certificate.
                 (Incorporated by reference to Exhibit 4-C to Veritas DGC
                 Inc.'s Annual Report on Form 10-K for the year ended July 31,
                 1996).
4.6              Rights Agreement between Veritas DGC Inc. and ChaseMellon
                 Shareholder Services, L.L.C. dated as of May 15, 1997.
                 (Incorporated by reference to Exhibit 4.1 of Veritas DGC
                 Inc.'s Current Report on Form 8-K filed May 27, 1997).
5.1*             Opinion of Porter & Hedges, L.L.P., with respect to the
                 legality of the securities filed herewith.  
23.1*            Consent of Price Waterhouse LLP.  
23.2*            Consent of Price Waterhouse, Chartered Accountants.  
23.3*            Consent of Deloitte & Touche LLP.  
23.4*            Consent of Porter & Hedges, L.L.P. (included in Exhibit 5.1 
                 Opinion)
24.1*            Power of Attorney (included on signature page)
_________________
*Filed herewith.

                                      -8-