<PAGE>   1
   As filed with the Securities and Exchange Commission on September 30, 1998.

                                                      Registration No. _________
================================================================================





                       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)

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

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

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

                                VERITAS DGC INC.
    SECOND AMENDED AND RESTATED 1992 EMPLOYEE NONQUALIFIED STOCK OPTION PLAN
                                VERITAS DGC INC.
        AMENDED AND RESTATED 1992 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
                  VERITAS DGC INC. RESTRICTED STOCK AGREEMENTS
                     VERITAS DGC INC. RESTRICTED STOCK PLAN
      VERITAS DGC INC. KEY CONTRIBUTOR INCENTIVE PLAN FOR FISCAL YEAR 1998
                  (AS AMENDED AND RESTATED SEPTEMBER 29, 1998)
                              (Full Title of Plan)

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

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

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



                         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   50,000 shs.          $16.906             $845,300           $250.00
====================================================================================================================
</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 certain of the Plans.

(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 September 29, 1998, which was $16.906. 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.

THIS REGISTRATION STATEMENT ALSO CONSTITUTES POST-EFFECTIVE AMENDMENT NO. 1 TO
REGISTRANT'S REGISTRATION STATEMENT NO. 333-57603, POST-EFFECTIVE AMENDMENT NO.
2 TO REGISTRANT'S REGISTRATION STATEMENT NO. 333-48953, POST-EFFECTIVE AMENDMENT
NO. 3 TO REGISTRANT'S REGISTRATION STATEMENT NO. 333-41829 AND POST-EFFECTIVE
AMENDMENT NO. 4 TO REGISTRANT'S REGISTRATION STATEMENT NO. 333-09679, WHICH
RELATE TO AN AGGREGATE OF 2,896,050 SHARES OF COMMON STOCK. THE $23,444.67
AGGREGATE REGISTRATION FEE WITH RESPECT TO SUCH 2,896,050 SHARES OF COMMON STOCK
PREVIOUSLY REGISTERED HAS BEEN PAID.
================================================================================




<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 Key Contributor Incentive Plan for Fiscal Year 1998 (as Amended and
Restated September 29, 1998), 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 2,367,071
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


                                       -2-

<PAGE>   3



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 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


                                       -3-

<PAGE>   4



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 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


                                       -4-

<PAGE>   5



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).

         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. 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               Restricted Stock Plan. (Incorporated by reference to Exhibit 
                  4.1 to Veritas DGC, Inc.'s Registration Statement No. 333-
                  57603, dated June 24, 1998).
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).
4.7*              Key Contributor Incentive Plan for Fiscal Year 1998 (as
                  Amended and Restated September 29, 1998).
5.1*              Opinion of Porter & Hedges, L.L.P., with respect to the
                  legality of the securities filed herewith.
23.1*             Consent of PricewaterhouseCoopers LLP.
23.2*             Consent of PricewaterhouseCoopers, 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 September 29, 1998.

                                      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 29th day of September, 1998.

<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 (principal
Anthony Tripodo                                                         financial and accounting officer)

                                                                                    Director
------------------------------------------------------
Clayton P. Cormier
</TABLE>



                                       -7-

<PAGE>   8

<TABLE>
<CAPTION>
                         SIGNATURE                                                    TITLE
                         ---------                                                    -----
<S>                                                             <C>
 /s/ RALPH M. EESON                                                                 Director
------------------------------------------------------
Ralph M. Eeson

                                                                                    Director
 /s/ JAMES R. GIBBS
------------------------------------------------------
James R. Gibbs

                                                                                    Director
------------------------------------------------------
Steven J. Gilbert

 /s/ BRIAN F. MACNEILL                                                              Director
------------------------------------------------------
Brian F. MacNeill

                                                                                    Director
------------------------------------------------------
Douglas B. Thompson

                                                                                    Director
------------------------------------------------------
Jack C. Threet
</TABLE>



                                       -8-

<PAGE>   9


                                INDEX TO EXHIBITS


<TABLE>
<CAPTION>
Exhibit
No.               Description
-------           -----------
<S>               <C>
4.1               Restricted Stock Plan (Incorporated by reference to Exhibit
                  4.1 to Veritas DGC Inc.'s Registration Statement No.
                  333-57603, dated June 24, 1998).
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).
4.7*              Key Contributor Incentive Plan for Fiscal Year 1998 (as
                  amended and restated September 29, 1998).
5.1*              Opinion of Porter & Hedges, L.L.P., with respect to the
                  legality of the securities filed herewith.
23.1*             Consent of PricewaterhouseCoopers LLP.
23.2*             Consent of PricewaterhouseCoopers, 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



                                       9
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{"company-data": {"conformed-name": "VERITAS DGC INC", "cik": "0000028866", "assigned-sic": "1382", "irs-number": "760343152", "state-of-incorporation": "DE", "fiscal-year-end": "0731"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-65081", "film-number": "98718888"}, "business-address": {"street1": "3701 KIRBY DR", "street2": "STE 112", "city": "HOUSTON", "state": "TX", "zip": "77098", "phone": "7135128300"}, "mail-address": {"street1": "3701 KIRBY DRIVE SUITE 112", "city": "HOUSTON", "state": "TX", "zip": "77098"}, "former-company": {"former-conformed-name": "DIGICON INC", "date-changed": "19920703"}}
1
   As filed with the Securities and Exchange Commission on September 30, 1998.

                                                      Registration No. _________
================================================================================

                       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.
    SECOND AMENDED AND RESTATED 1992 EMPLOYEE NONQUALIFIED STOCK OPTION PLAN
                                VERITAS DGC INC.
        AMENDED AND RESTATED 1992 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
                  VERITAS DGC INC. RESTRICTED STOCK AGREEMENTS
                     VERITAS DGC INC. RESTRICTED STOCK PLAN
      VERITAS DGC INC. KEY CONTRIBUTOR INCENTIVE PLAN FOR FISCAL YEAR 1998
                  (AS AMENDED AND RESTATED SEPTEMBER 29, 1998)
                              (Full Title of Plan)

                      ------------------------------------
Name, Address, Telephone and                   Copy of Communications to:
  Number of Agent for Service:
                                                     T. WILLIAM PORTER
        ANTHONY TRIPODO                            PORTER & HEDGES, L.L.P.
  3701 KIRBY DRIVE, SUITE 112                     700 LOUISIANA, 35TH FLOOR
      HOUSTON, TEXAS 77098                          HOUSTON, TEXAS  77002
         (713) 512-8300                                (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   50,000 shs.          $16.906             $845,300           $250.00
====================================================================================================================
(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 certain of the Plans.

(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 September 29, 1998, which was $16.906. 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.

THIS REGISTRATION STATEMENT ALSO CONSTITUTES POST-EFFECTIVE AMENDMENT NO. 1 TO
REGISTRANT'S REGISTRATION STATEMENT NO. 333-57603, POST-EFFECTIVE AMENDMENT NO.
2 TO REGISTRANT'S REGISTRATION STATEMENT NO. 333-48953, POST-EFFECTIVE AMENDMENT
NO. 3 TO REGISTRANT'S REGISTRATION STATEMENT NO. 333-41829 AND POST-EFFECTIVE
AMENDMENT NO. 4 TO REGISTRANT'S REGISTRATION STATEMENT NO. 333-09679, WHICH
RELATE TO AN AGGREGATE OF 2,896,050 SHARES OF COMMON STOCK. THE $23,444.67
AGGREGATE REGISTRATION FEE WITH RESPECT TO SUCH 2,896,050 SHARES OF COMMON STOCK
PREVIOUSLY REGISTERED HAS BEEN PAID.
================================================================================
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 Key Contributor Incentive Plan for Fiscal Year 1998 (as Amended and
Restated September 29, 1998), 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 2,367,071
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

                                       -2-
3

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 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

                                       -3-
4

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 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

                                       -4-
5

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).

         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. 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               Restricted Stock Plan. (Incorporated by reference to Exhibit 
                  4.1 to Veritas DGC, Inc.'s Registration Statement No. 333-
                  57603, dated June 24, 1998).
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).
4.7*              Key Contributor Incentive Plan for Fiscal Year 1998 (as
                  Amended and Restated September 29, 1998).
5.1*              Opinion of Porter & Hedges, L.L.P., with respect to the
                  legality of the securities filed herewith.
23.1*             Consent of PricewaterhouseCoopers LLP.
23.2*             Consent of PricewaterhouseCoopers, 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 September 29, 1998.

                                      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 29th day of September, 1998.
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 (principal
Anthony Tripodo                                                         financial and accounting officer)

                                                                                    Director
------------------------------------------------------
Clayton P. Cormier
-7-
8
SIGNATURE                                                    TITLE
                         ---------                                                    -----
/s/ RALPH M. EESON                                                                 Director
------------------------------------------------------
Ralph M. Eeson

                                                                                    Director
 /s/ JAMES R. GIBBS
------------------------------------------------------
James R. Gibbs

                                                                                    Director
------------------------------------------------------
Steven J. Gilbert

 /s/ BRIAN F. MACNEILL                                                              Director
------------------------------------------------------
Brian F. MacNeill

                                                                                    Director
------------------------------------------------------
Douglas B. Thompson

                                                                                    Director
------------------------------------------------------
Jack C. Threet
-8-
9

                                INDEX TO EXHIBITS
Exhibit
No.               Description
-------           -----------
4.1               Restricted Stock Plan (Incorporated by reference to Exhibit
                  4.1 to Veritas DGC Inc.'s Registration Statement No.
                  333-57603, dated June 24, 1998).
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).
4.7*              Key Contributor Incentive Plan for Fiscal Year 1998 (as
                  amended and restated September 29, 1998).
5.1*              Opinion of Porter & Hedges, L.L.P., with respect to the
                  legality of the securities filed herewith.
23.1*             Consent of PricewaterhouseCoopers LLP.
23.2*             Consent of PricewaterhouseCoopers, 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

                                       9