<PAGE>   1
     As filed with the Securities and Exchange Commission on March 2, 2001
                                                    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)

<TABLE>
<S>                                                                 <C>
                  DELAWARE                                          76-0343152
(State or other jurisdiction of incorporation or       (I.R.S. Employer Identification No.)
                organization)

            10300 TOWN PARK DRIVE
                HOUSTON, TEXAS                                         77072
    (Address of Principal Executive Offices)                         (Zip Code)
</TABLE>

            VERITAS DGC INC. 2001 KEY EMPLOYEE RESTRICTED STOCK PLAN
                            (Full title of the plan)

                                 ANTHONY TRIPODO
                                VERITAS DGC INC.
         EXECUTIVE VICE PRESIDENT, CHIEF FINANCIAL OFFICER AND TREASURER
                              10300 TOWN PARK DRIVE
                              HOUSTON, TEXAS 77072
                     (Name and address of agent for service)

                                  832-351-8300
          (Telephone number, including area code, of agent for service)

                                    Copy to:

                           FULBRIGHT & JAWORSKI L.L.P.
                            1301 MCKINNEY, SUITE 5100
                              HOUSTON, TEXAS 77010
                                 (713) 651-5151
                           ATTENTION: CHARLES H. STILL

                                   ----------

If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box: [X]

<TABLE>
<CAPTION>
                                                     CALCULATION OF REGISTRATION FEE

====================================================================================================================================
 TITLE OF SECURITIES TO                                PROPOSED MAXIMUM OFFERING         PROPOSED MAXIMUM              AMOUNT OF
     BE REGISTERED          AMOUNT TO BE REGISTERED        PRICE PER SHARE(2)       AGGREGATE OFFERING PRICE(2)    REGISTRATION FEE
------------------------  --------------------------  ---------------------------  -----------------------------  ------------------
<S>                         <C>                        <C>                          <C>                             <C>
Common Stock, $.01 par
value(1)                        200,000 shares                   $30.25                      $6,050,000                  $1,513
====================================================================================================================================
</TABLE>

(1)  Includes preferred stock purchase rights associated with the common stock.
     Since no separate consideration is payable for such rights, the
     registration fee for such securities is included in the fee for common
     stock.

(2)  Estimated in accordance with Rule 457(c) and (h) solely for the purpose of
     calculating the registration fee on the basis of the average of the high
     and low prices of the Common Stock as reported by the NYSE on February 28,
     2001.

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

<PAGE>   2

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents are hereby incorporated by reference in this
Registration Statement:

     1. The Annual Report on Form 10-K of Veritas DGC Inc., a Delaware
corporation (the "Registrant"), for the fiscal year ended July 31, 2000;

     2. The Quarterly Report on Form 10-Q of the Registrant for the quarterly
period ended October 31, 2000; and

     3. The Current Report on Form 8-K of the Registrant dated January 15, 2001.

     All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Securities Exchange Act of 1934 subsequent to the date of the
filing hereof and prior to the filing of a post-effective amendment 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 this Registration Statement and to be a part hereof from the date
of filing of such documents.

     You may request, orally or in writing, a copy of these documents, which
will be provided at no cost to you, by contacting:

          Veritas DGC Inc.
          10300 Town Park Drive
          Houston, Texas 77072
          (832) 351-8300
          Attn: Larry L. Worden,
          Vice President, General Counsel
          and Secretary

ITEM 4. DESCRIPTION OF SECURITIES.

                          DESCRIPTION OF CAPITAL STOCK

     Our restated certificate of incorporation authorizes 40,000,000 ordinary
shares, par value $0.01 per share. Ordinary shares consist of common stock, a
series of Veritas Energy Services special voting stock, and a series of Enertec
special voting stock. Our restated certificate of incorporation also authorizes
1,000,000 shares of preferred stock, par value $0.01 per share.

COMMON STOCK

     Voting Rights.  The holders of the common stock are entitled to one vote
for each share held of record in the election of directors and on all other
matters submitted to a vote of stockholders. No pre-emptive rights, conversion
rights, redemption rights or sinking fund provisions are applicable to the
common stock. The common stock does not have cumulative voting rights.
Accordingly, the holders of more than 50% of the shares, including the
exchangeable shares described below, may elect all of the directors and, in that
event, the holders of the remaining shares will not be able to elect any
directors.

     Dividends.  Common stockholders may receive dividends when declared by the
board of directors. Dividends may be paid in cash, stock or another form.
However, certain of our existing debt agreements contain covenants that
currently restrict us from paying dividends.

     Fully Paid.  All outstanding shares of common stock are fully paid and
non-assessable. Any additional common stock we issue will also be fully paid and
non-assessable.

     Other.  We will notify common stockholders of any stockholders' meetings
according to applicable law. If we liquidate, dissolve or wind up our business,
either voluntarily or not, common stockholders will share equally in the assets
remaining after we pay our creditors and preferred stockholders.

     Transfer Agent and Registrar.  Our transfer agent and registrar is
ChaseMellon Shareholder Services, L.L.C., Dallas, Texas.

SPECIAL VOTING STOCK AND EXCHANGEABLE SHARES

     Two shares of special voting stock of Veritas DGC are authorized and

                                      II-2

<PAGE>   3
outstanding as a series of common shares. One special voting share was issued in
connection with the combination of Digicon Inc. (Veritas DGC's former name) and
Veritas Energy Services Inc. in August 1996. The other special voting share was
issued in connection with the combination of Veritas DGC, Veritas Energy
Services and Enertec Resources Inc. in September 1999.

     These special voting shares possess a number of votes equal to the number
of outstanding Veritas Energy Services exchangeable shares and Veritas Energy
Services class A exchangeable shares, series 1 that are not owned by Veritas DGC
or any of its subsidiaries. Such exchangeable shares were issued to the former
shareholders of Veritas Energy Services and Enertec Resources in business
combinations with Veritas DGC. In any matter submitted to Veritas DGC
stockholders for a vote, each holder of a Veritas Energy Services exchangeable
share has the right to instruct a trustee as to the manner of voting for one of
the votes comprising the Veritas Energy Services special voting share for each
Veritas Energy Services exchangeable share owned by the holder. Likewise, in any
matter submitted to Veritas DGC stockholders for a vote, each holder of a
Veritas Energy Services class A exchangeable share, series 1 has the right to
instruct a trustee as to the manner of voting for one of the votes comprising
the Enertec special voting share for each Veritas Energy Services class A
exchangeable shares, series 1 owned by the holder. The Veritas Energy Services
exchangeable shares and the Veritas Energy Services class A exchangeable shares,
series 1 are convertible on a one-for-one basis into shares of the common stock
and, when coupled with the voting rights afforded by the special voting shares,
have rights virtually identical to Veritas DGC common stock.


PREFERRED STOCK

     There are no shares of preferred stock presently outstanding. A series of
400,000 shares of preferred stock has been designated for use in connection with
the rights plan (the rights plan is explained below). Our board of directors
can, without approval of our stockholders, issue one or more series of preferred
stock. If we offer preferred stock, the board will determine the number of
shares and the rights, preferences and limitations of each series. These rights,
preferences and limitations may include:

     - specific designations;

     - number of shares;

     - liquidation value;

     - dividend rights;

     - liquidation and redemption rights;

     - voting rights;

     - other rights, including conversion or exchange rights, if any; and

     - any other specific terms.

In some cases, the issuance of preferred stock could delay a change in control
of Veritas DGC and make it harder to remove present management. Under certain
circumstances, preferred stock could also restrict dividend payments to holders
of our common stock.

RIGHTS PLAN

     General.  Under the rights plan, each share of Veritas DGC common stock and
each of the exchangeable shares described above has attached to it one right.

                                     II-3
<PAGE>   4
The right is represented by a certificate which is the same certificate
representing the Veritas DGC common stock. Each right entitles the registered
holder to purchase from Veritas DGC one one-thousandth of a share of series A
junior participating preferred stock of Veritas DGC ("series A preferred stock")
at a purchase price of $100. The purchase price is subject to adjustment. Until
the distribution date, the rights will be transferred with and only with the
Veritas DGC common stock certificates. The rights are not exercisable until
after the distribution date and are subject to termination of any extended
redemption periods described below. The rights expire at the close of business
on May 15, 2007, unless they are earlier redeemed by Veritas DGC. The holder of
unexercised rights has no rights as a stockholder of Veritas DGC, including,
without limitation, the right to vote or to receive dividends.

     Separation of Rights from Veritas DGC Common Stock.  The rights will
separate from Veritas DGC common stock and a distribution date will occur upon
the earlier of two possible times. The first such time is ten business days
following a public announcement that a person or group of affiliated or
associated persons (an "acquiring person") has acquired, or has the right to
acquire, the ownership of 15% or more of the outstanding shares of Veritas DGC
common stock (the "stock acquisition date"). The second possible time is ten
business days following the commencement of a tender or exchange offer which
would result in a person or group owning 15% or more of such outstanding shares
of the Veritas DGC common stock (the "tender offer date"). The board of
directors of Veritas DGC may set a later tender offer date if a majority of the
continuing directors agree to do so and there are five continuing directors then
in office.

     Continuing Director.  A continuing director is any member of the board of
directors of Veritas DGC who was a member of the board on May 15, 1997, or who
was elected to the board after May 15, 1997 and was recommended or approved by a
majority of at least five continuing directors. An acquiring person, or an
affiliate or associate of an acquiring person, or such representative is not a
continuing director.

     Triggering Events.  Each holder of a right (other than the acquiring
person, certain related parties and transferees) will have the right to
purchase, upon exercise of a right, a number of one one-thousandth
fractional share interests in series A preferred stock determined by dividing
the purchase price by 50% of the then current market price of the common stock
if, among other things:

     - Veritas DGC is the surviving corporation in a merger or other business
       combination with an acquiring person; or

     - any person shall become the beneficial owner of more than 15% of the
       outstanding shares of the Veritas DGC common stock, except:

      - pursuant to certain consolidations or mergers involving Veritas DGC or
        sales or transfers of the combined assets or earning power of Veritas
        DGC and its subsidiaries; or

      - pursuant to an offer for all outstanding shares of the Veritas DGC
        common stock at a price and upon terms and conditions which a majority
        of the board of directors and a majority of the continuing directors
        determine to be in the best interests of Veritas DGC and its
        stockholders, and provided at least five continuing directors are then
        in office.

Because of the nature of the voting, dividend and liquidation rights of the
series A preferred stock, each of the one-thousandth fractional share interests

                                      II-4
<PAGE>   5
in series A preferred stock should approximate the value of a share of Veritas
DGC common stock. Therefore, it is anticipated that the value of the series A
preferred stock purchased upon exercise of the rights will be approximately
twice the exercise price paid. 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 a triggering event set forth above would
entitle its holder to purchase $200 worth of series A preferred stock 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 five one one-thousandth shares of the series A preferred stock for
$100. Rights are not exercisable following the occurrence of any of the
triggering events described above until the rights are no longer redeemable by
Veritas DGC as described below. Notwithstanding any of the foregoing, following
the occurrence of any of the triggering 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.

     If at any time following the stock acquisition date:

     - Veritas DGC is acquired in a merger or other business combination
       transaction in which Veritas DGC is not the surviving corporation;

     - Veritas DGC is the surviving corporation in a consolidation or merger
       pursuant to which all or part of the outstanding shares of Veritas DGC
       common stock are changed into or exchanged for stock or other securities
       of any other person or cash or any other property; or

     - more than 50% of the combined assets or earning power of Veritas DGC 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 Veritas DGC as specified in the rights
       agreement);

each holder of a right (except rights that previously have been voided as set
forth above) will have the right to exercise and receive 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 preceding paragraph are
referred to as the triggering events.

     Redemption of Rights.  At any time until ten business days following the
stock acquisition date, Veritas DGC may redeem the rights in whole, but not in
part, at a price of $0.001 per right. The Veritas DGC board may set a later date
to redeem the rights if a majority of the continuing directors then in office
agree. Redemption of the rights is payable in cash, shares of Veritas DGC 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.

     Anti-takeover Effects.  The rights have certain anti-takeover effects. They
may reduce or eliminate:

     - two-tiered or other partial offers that do not offer fair value for all
       Veritas DGC common stock;

     - the accumulation by a third party of 15% or more of the Veritas DGC
       common stock in open-market or private purchases in order to influence or
       control the business and affairs of Veritas DGC without paying an
       appropriate premium for a controlling position in Veritas DGC; and



                                      II-5
<PAGE>   6
     - the accumulation of shares of Veritas DGC common stock by third parties
       in market transactions for the primary purpose of attempting to cause
       Veritas DGC to be sold.

The rights will also cause the substantial dilution of shareholder voting
strength to a person or group that attempts to acquire Veritas DGC in a manner
defined as a triggering event. This is not so if the acquiring person's offer is
conditioned on a substantial number of rights being acquired. The rights should
not affect any prospective offeror who is willing:

     - to make an offer for all outstanding shares of Veritas DGC common stock
       and other voting securities at a price and terms that are in the best
       interests of Veritas DGC and its stockholders as determined by the board
       of directors; or

     - 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 also not interfere with any merger or other business
combination approved by the board of directors since the board may, at its
option, choose to redeem all, but not less than all, of the then outstanding
rights at the $.001 redemption price. The board may exercise this option at any
time until ten business days following the stock acquisition date.


                                      II-6
<PAGE>   7
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Certain legal matters with respect to the validity of the common stock
offered hereby will be passed upon for us by Fulbright & Jaworski L.L.P.,
Houston, Texas.

     The consolidated financial statements incorporated in this prospectus by
reference to the Annual Report on Form 10-K of Veritas DGC Inc. for the year
ended July 31, 2000, have been so incorporated in reliance on the report of
PricewaterhouseCoopers LLP, independent accountants, given on the authority of
said firm as experts in auditing and accounting.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     The Restated Certificate of Incorporation (with Amendments) and Bylaws of
Veritas DGC require Veritas DGC to indemnify Veritas DGC's directors and
officers to the fullest extent permitted under Delaware law. In addition,
Veritas DGC has entered into indemnification agreements with each of its
officers and directors providing for indemnification to the fullest extent
permitted under Delaware law. Veritas DGC's Restated Certificate of
Incorporation (with Amendments) limits the personal liability of a director to
Veritas DGC or its stockholders to damages for breach of the director's
fiduciary duty.

     Section 145 of the Delaware General Corporation Law 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'

                                      II-7

<PAGE>   8


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).

     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.

     Section 145 of the Delaware General Corporation Law also authorizes the
Registrant to purchase and maintain insurance on behalf of any person who is or
was an officer or director the Registrant against liability asserted against or
incurred by him in any such capacity, whether or not the Registrant would have
power to indemnify such officer or director against such liability under the
provisions of Section 145. Veritas DGC 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 8. EXHIBITS.

4.1  Restated Certificate of Incorporation with amendments of Veritas DGC Inc.
     dated August 30, 1996. (Exhibit 3.1 to Veritas DGC Inc.'s Current Report on
     Form 8-K dated September 16, 1996 is incorporated herein by reference.)

4.2  Certificate of Ownership and Merger of New Digicon Inc. and Digicon Inc.
     (Exhibit 3-B to Digicon Inc.'s Registration Statement No. 33-43873 dated
     November 12, 1991 is incorporated herein by reference.)

4.3  Certificate of Amendment to Restated Certificate of Incorporation of
     Veritas DGC Inc. dated September 30, 1999. (Exhibit 3-D to Veritas DGC
     Inc.'s For 10-K for the year ended July 31, 1999 is incorporated herein by
     reference.)

4.4  By-laws of Veritas DGC Inc. as amended and restated March 7, 2000 (Exhibit
     3-E to Veritas DGC Inc.'s Form 10-Q for the quarter ended January 31, 2000
     is incorporated herein by reference)

                                      II-8

<PAGE>   9


  4.5  Specimen Veritas DGC Inc. Common Stock certificate. (Exhibit 4-C to
       Veritas DGC Inc.'s Form 10-K for the year ended July 31, 1996 is
       incorporated herein by reference.)

  4.6  Rights Agreement between Veritas DGC Inc. and ChaseMellon Shareholder
       Services, L.L.C. dated as of May 15, 1997. (Exhibit 4.1 to Veritas DGC
       Inc.'s Current Report on Form 8-K filed May 27, 1997 is incorporated
       herein by reference.)

  4.7  Form of Restricted Stock Grant Agreement. (Exhibit 4.8 to Veritas DGC
       Inc.'s Registration Statement No. 333-48953 dated March 31, 1998 is
       incorporated herein by reference.)

  4.8  Restricted Stock Plan as amended and restated March 7, 2000. (Exhibit 4-F
       to Veritas DGC Inc.'s Form 10-Q for the quarter ended April 30, 2000 is
       incorporated herein by reference.)

  4.9  Key Contributor Incentive Plan as amended and restated March 9, 1999.
       (Exhibit 4.9 to Veritas DGC Inc.'s Registration Statement No. 333-74305
       dated March 12, 1999 is incorporated herein by reference.)

 *4.10 Veritas DGC Inc. 2001 Key Employee Restricted Stock Plan

 *5.1  Opinion of Fulbright & Jaworski L.L.P.

*23.1  Consent of PricewaterhouseCoopers LLP

*24.1  Power of attorney (included on signature page)

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

* Filed herewith.


ITEM 9. UNDERTAKINGS.

     The undersigned Registrant hereby undertakes:

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

         (i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;

         (ii) To reflect in the prospectus any facts or events arising after the
effective date of this Registration Statement (or the most recent post-effective
amendment hereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in this Registration Statement.
Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar volume of securities offered would not exceed that
which was

                                      II-9

<PAGE>   10


registered) and any deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed with the
Securities and Exchange Commission pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no more than a 20% change in the
maximum aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement; and

         (iii) To include any material information with respect to the plan of
distribution not previously disclosed in this Registration Statement or any
material change to such information in this Registration Statement;

     Provided, however, that paragraphs (1)(i) and (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 with or furnished to the
Securities and Exchange Commission by the Registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference in this Registration Statement.

     (2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered herein, 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.

     The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 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 Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
of 1933 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 of 1933 and will be governed by the final adjudication of such issue.

                                      II-10

<PAGE>   11


                                   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 State of Texas, on March 2, 2001.


                                       VERITAS DGC INC.


                                       By: /s/ David B. Robson
                                          ------------------------------------
                                                     David B. Robson
                                          Chairman and Chief Executive Officer


                                POWER OF ATTORNEY

     Each individual whose signature appears below constitutes and appoints
David B. Robson, Stephen J. Ludlow, Timothy L. Wells, Anthony Tripodo, Rene M.J.
VandenBrand and Larry L. Worden, and each of them, his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign any
and all amendments (including post-effective amendments) to this Registration
Statement and all exhibits thereto and all documents in connection therewith
with the Securities and Exchange Commission, granting said attorney-in-fact and
agent 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 attorney-in-fact and agent or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in their
respective capacities on March 2, 2001.

<TABLE>
<S>                                                              <C>

       /s/ David B. Robson
----------------------------------------
           David B. Robson                                       Chairman of the Board and Chief Executive Officer
                                                                           (principal executive officer)

      /s/ Stephen J. Ludlow
----------------------------------------
          Stephen J. Ludlow                                                   Vice Chairman, Director

      /s/ Timothy L. Wells
----------------------------------------
          Timothy L. Wells                                             President and Chief Operating Officer

      /s/ Anthony Tripodo
----------------------------------------
          Anthony Tripodo                                        Executive Vice President, Chief Financial Officer and
                                                                                      Treasurer
                                                                     (principal financial and accounting officer)

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



<PAGE>   12


<TABLE>
<S>                                                                                   <C>

     /s/ Lawrence C. Fichtner
----------------------------------------
         Lawrence C. Fichtner                                                         Director

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

      /s/ Steven J. Gilbert
----------------------------------------
          Steven J. Gilbert                                                           Director


----------------------------------------
           Brian F. MacNeill                                                          Director

           /s/ Jan Rask
----------------------------------------
               Jan Rask                                                               Director
</TABLE>

<PAGE>   13


                                  EXHIBIT INDEX


<TABLE>
<CAPTION>
EXHIBIT
NUMBER                                  DESCRIPTION
------                                  -----------

<S>           <C>
4.1           Restated Certificate of Incorporation with amendments of Veritas
              DGC Inc. dated August 30, 1996. (Exhibit 3.1 to Veritas DGC Inc.'s
              Current Report on Form 8-K dated September 16, 1996 is
              incorporated herein by reference.)

4.2           Certificate of Ownership and Merger of New Digicon Inc. and
              Digicon Inc. (Exhibit 3-B to Digicon Inc.'s Registration Statement
              No. 33-43873 dated November 12, 1991 is incorporated herein by
              reference.)

4.3           Certificate of Amendment to Restated Certificate of Incorporation
              of Veritas DGC Inc. dated September 30, 1999. (Exhibit 3-D to
              Veritas DGC Inc.'s For 10-K for the year ended July 31, 1999 is
              incorporated herein by reference.)

4.4           By-laws of Veritas DGC Inc. as amended and restated March 7, 2000
              (Exhibit 3-E to Veritas DGC Inc.'s Form 10-Q for the quarter ended
              January 31, 2000 is incorporated herein by reference)

4.5           Specimen Veritas DGC Inc. Common Stock certificate. (Exhibit 4-C
              to Veritas DGC Inc.'s Form 10-K for the year ended July 31, 1996
              is incorporated herein by reference.)

4.6           Rights Agreement between Veritas DGC Inc. and ChaseMellon
              Shareholder Services, L.L.C. dated as of May 15, 1997. (Exhibit
              4.1 to Veritas DGC Inc.'s Current Report on Form 8-K filed May 27,
              1997 is incorporated herein by reference.)

4.7           Form of Restricted Stock Grant Agreement. (Exhibit 4.8 to Veritas
              DGC Inc.'s Registration Statement No. 333-48953 dated March 31,
              1998 is incorporated herein by reference.)
</TABLE>



<PAGE>   14


<TABLE>
<S>           <C>
 4.8           Restricted Stock Plan as amended and restated March 7, 2000.
               (Exhibit 4-F to Veritas DGC Inc.'s Form 10-Q for the quarter ended
               April 30, 2000 is incorporated herein by reference.)

 4.9           Key Contributor Incentive Plan as amended and restated March 9,
               1999. (Exhibit 4.9 to Veritas DGC Inc.'s Registration Statement
               No. 333-74305 dated March 12, 1999 is incorporated herein by
               reference.)

*4.10          Veritas DGC Inc. 2001 Key Employee Restricted Stock Plan

*5.1           Opinion of Fulbright & Jaworski L.L.P.

*23.1          Consent of PricewaterhouseCoopers LLP

*24.1          Power of attorney (included on signature page herein)

* Filed herewith.
</TABLE>
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1
     As filed with the Securities and Exchange Commission on March 2, 2001
                                                    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 of incorporation or       (I.R.S. Employer Identification No.)
                organization)

            10300 TOWN PARK DRIVE
                HOUSTON, TEXAS                                         77072
    (Address of Principal Executive Offices)                         (Zip Code)
VERITAS DGC INC. 2001 KEY EMPLOYEE RESTRICTED STOCK PLAN
                            (Full title of the plan)

                                 ANTHONY TRIPODO
                                VERITAS DGC INC.
         EXECUTIVE VICE PRESIDENT, CHIEF FINANCIAL OFFICER AND TREASURER
                              10300 TOWN PARK DRIVE
                              HOUSTON, TEXAS 77072
                     (Name and address of agent for service)

                                  832-351-8300
          (Telephone number, including area code, of agent for service)

                                    Copy to:

                           FULBRIGHT & JAWORSKI L.L.P.
                            1301 MCKINNEY, SUITE 5100
                              HOUSTON, TEXAS 77010
                                 (713) 651-5151
                           ATTENTION: CHARLES H. STILL

                                   ----------

If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box: [X]
CALCULATION OF REGISTRATION FEE

====================================================================================================================================
 TITLE OF SECURITIES TO                                PROPOSED MAXIMUM OFFERING         PROPOSED MAXIMUM              AMOUNT OF
     BE REGISTERED          AMOUNT TO BE REGISTERED        PRICE PER SHARE(2)       AGGREGATE OFFERING PRICE(2)    REGISTRATION FEE
------------------------  --------------------------  ---------------------------  -----------------------------  ------------------
Common Stock, $.01 par
value(1)                        200,000 shares                   $30.25                      $6,050,000                  $1,513
====================================================================================================================================
(1)  Includes preferred stock purchase rights associated with the common stock.
     Since no separate consideration is payable for such rights, the
     registration fee for such securities is included in the fee for common
     stock.

(2)  Estimated in accordance with Rule 457(c) and (h) solely for the purpose of
     calculating the registration fee on the basis of the average of the high
     and low prices of the Common Stock as reported by the NYSE on February 28,
     2001.

================================================================================
2

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents are hereby incorporated by reference in this
Registration Statement:

     1. The Annual Report on Form 10-K of Veritas DGC Inc., a Delaware
corporation (the "Registrant"), for the fiscal year ended July 31, 2000;

     2. The Quarterly Report on Form 10-Q of the Registrant for the quarterly
period ended October 31, 2000; and

     3. The Current Report on Form 8-K of the Registrant dated January 15, 2001.

     All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Securities Exchange Act of 1934 subsequent to the date of the
filing hereof and prior to the filing of a post-effective amendment 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 this Registration Statement and to be a part hereof from the date
of filing of such documents.

     You may request, orally or in writing, a copy of these documents, which
will be provided at no cost to you, by contacting:

          Veritas DGC Inc.
          10300 Town Park Drive
          Houston, Texas 77072
          (832) 351-8300
          Attn: Larry L. Worden,
          Vice President, General Counsel
          and Secretary

ITEM 4. DESCRIPTION OF SECURITIES.

                          DESCRIPTION OF CAPITAL STOCK

     Our restated certificate of incorporation authorizes 40,000,000 ordinary
shares, par value $0.01 per share. Ordinary shares consist of common stock, a
series of Veritas Energy Services special voting stock, and a series of Enertec
special voting stock. Our restated certificate of incorporation also authorizes
1,000,000 shares of preferred stock, par value $0.01 per share.

COMMON STOCK

     Voting Rights.  The holders of the common stock are entitled to one vote
for each share held of record in the election of directors and on all other
matters submitted to a vote of stockholders. No pre-emptive rights, conversion
rights, redemption rights or sinking fund provisions are applicable to the
common stock. The common stock does not have cumulative voting rights.
Accordingly, the holders of more than 50% of the shares, including the
exchangeable shares described below, may elect all of the directors and, in that
event, the holders of the remaining shares will not be able to elect any
directors.

     Dividends.  Common stockholders may receive dividends when declared by the
board of directors. Dividends may be paid in cash, stock or another form.
However, certain of our existing debt agreements contain covenants that
currently restrict us from paying dividends.

     Fully Paid.  All outstanding shares of common stock are fully paid and
non-assessable. Any additional common stock we issue will also be fully paid and
non-assessable.

     Other.  We will notify common stockholders of any stockholders' meetings
according to applicable law. If we liquidate, dissolve or wind up our business,
either voluntarily or not, common stockholders will share equally in the assets
remaining after we pay our creditors and preferred stockholders.

     Transfer Agent and Registrar.  Our transfer agent and registrar is
ChaseMellon Shareholder Services, L.L.C., Dallas, Texas.

SPECIAL VOTING STOCK AND EXCHANGEABLE SHARES

     Two shares of special voting stock of Veritas DGC are authorized and

                                      II-2
3
outstanding as a series of common shares. One special voting share was issued in
connection with the combination of Digicon Inc. (Veritas DGC's former name) and
Veritas Energy Services Inc. in August 1996. The other special voting share was
issued in connection with the combination of Veritas DGC, Veritas Energy
Services and Enertec Resources Inc. in September 1999.

     These special voting shares possess a number of votes equal to the number
of outstanding Veritas Energy Services exchangeable shares and Veritas Energy
Services class A exchangeable shares, series 1 that are not owned by Veritas DGC
or any of its subsidiaries. Such exchangeable shares were issued to the former
shareholders of Veritas Energy Services and Enertec Resources in business
combinations with Veritas DGC. In any matter submitted to Veritas DGC
stockholders for a vote, each holder of a Veritas Energy Services exchangeable
share has the right to instruct a trustee as to the manner of voting for one of
the votes comprising the Veritas Energy Services special voting share for each
Veritas Energy Services exchangeable share owned by the holder. Likewise, in any
matter submitted to Veritas DGC stockholders for a vote, each holder of a
Veritas Energy Services class A exchangeable share, series 1 has the right to
instruct a trustee as to the manner of voting for one of the votes comprising
the Enertec special voting share for each Veritas Energy Services class A
exchangeable shares, series 1 owned by the holder. The Veritas Energy Services
exchangeable shares and the Veritas Energy Services class A exchangeable shares,
series 1 are convertible on a one-for-one basis into shares of the common stock
and, when coupled with the voting rights afforded by the special voting shares,
have rights virtually identical to Veritas DGC common stock.

PREFERRED STOCK

     There are no shares of preferred stock presently outstanding. A series of
400,000 shares of preferred stock has been designated for use in connection with
the rights plan (the rights plan is explained below). Our board of directors
can, without approval of our stockholders, issue one or more series of preferred
stock. If we offer preferred stock, the board will determine the number of
shares and the rights, preferences and limitations of each series. These rights,
preferences and limitations may include:

     - specific designations;

     - number of shares;

     - liquidation value;

     - dividend rights;

     - liquidation and redemption rights;

     - voting rights;

     - other rights, including conversion or exchange rights, if any; and

     - any other specific terms.

In some cases, the issuance of preferred stock could delay a change in control
of Veritas DGC and make it harder to remove present management. Under certain
circumstances, preferred stock could also restrict dividend payments to holders
of our common stock.

RIGHTS PLAN

     General.  Under the rights plan, each share of Veritas DGC common stock and
each of the exchangeable shares described above has attached to it one right.

                                     II-3
4
The right is represented by a certificate which is the same certificate
representing the Veritas DGC common stock. Each right entitles the registered
holder to purchase from Veritas DGC one one-thousandth of a share of series A
junior participating preferred stock of Veritas DGC ("series A preferred stock")
at a purchase price of $100. The purchase price is subject to adjustment. Until
the distribution date, the rights will be transferred with and only with the
Veritas DGC common stock certificates. The rights are not exercisable until
after the distribution date and are subject to termination of any extended
redemption periods described below. The rights expire at the close of business
on May 15, 2007, unless they are earlier redeemed by Veritas DGC. The holder of
unexercised rights has no rights as a stockholder of Veritas DGC, including,
without limitation, the right to vote or to receive dividends.

     Separation of Rights from Veritas DGC Common Stock.  The rights will
separate from Veritas DGC common stock and a distribution date will occur upon
the earlier of two possible times. The first such time is ten business days
following a public announcement that a person or group of affiliated or
associated persons (an "acquiring person") has acquired, or has the right to
acquire, the ownership of 15% or more of the outstanding shares of Veritas DGC
common stock (the "stock acquisition date"). The second possible time is ten
business days following the commencement of a tender or exchange offer which
would result in a person or group owning 15% or more of such outstanding shares
of the Veritas DGC common stock (the "tender offer date"). The board of
directors of Veritas DGC may set a later tender offer date if a majority of the
continuing directors agree to do so and there are five continuing directors then
in office.

     Continuing Director.  A continuing director is any member of the board of
directors of Veritas DGC who was a member of the board on May 15, 1997, or who
was elected to the board after May 15, 1997 and was recommended or approved by a
majority of at least five continuing directors. An acquiring person, or an
affiliate or associate of an acquiring person, or such representative is not a
continuing director.

     Triggering Events.  Each holder of a right (other than the acquiring
person, certain related parties and transferees) will have the right to
purchase, upon exercise of a right, a number of one one-thousandth
fractional share interests in series A preferred stock determined by dividing
the purchase price by 50% of the then current market price of the common stock
if, among other things:

     - Veritas DGC is the surviving corporation in a merger or other business
       combination with an acquiring person; or

     - any person shall become the beneficial owner of more than 15% of the
       outstanding shares of the Veritas DGC common stock, except:

      - pursuant to certain consolidations or mergers involving Veritas DGC or
        sales or transfers of the combined assets or earning power of Veritas
        DGC and its subsidiaries; or

      - pursuant to an offer for all outstanding shares of the Veritas DGC
        common stock at a price and upon terms and conditions which a majority
        of the board of directors and a majority of the continuing directors
        determine to be in the best interests of Veritas DGC and its
        stockholders, and provided at least five continuing directors are then
        in office.

Because of the nature of the voting, dividend and liquidation rights of the
series A preferred stock, each of the one-thousandth fractional share interests

                                      II-4
5
in series A preferred stock should approximate the value of a share of Veritas
DGC common stock. Therefore, it is anticipated that the value of the series A
preferred stock purchased upon exercise of the rights will be approximately
twice the exercise price paid. 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 a triggering event set forth above would
entitle its holder to purchase $200 worth of series A preferred stock 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 five one one-thousandth shares of the series A preferred stock for
$100. Rights are not exercisable following the occurrence of any of the
triggering events described above until the rights are no longer redeemable by
Veritas DGC as described below. Notwithstanding any of the foregoing, following
the occurrence of any of the triggering 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.

     If at any time following the stock acquisition date:

     - Veritas DGC is acquired in a merger or other business combination
       transaction in which Veritas DGC is not the surviving corporation;

     - Veritas DGC is the surviving corporation in a consolidation or merger
       pursuant to which all or part of the outstanding shares of Veritas DGC
       common stock are changed into or exchanged for stock or other securities
       of any other person or cash or any other property; or

     - more than 50% of the combined assets or earning power of Veritas DGC 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 Veritas DGC as specified in the rights
       agreement);

each holder of a right (except rights that previously have been voided as set
forth above) will have the right to exercise and receive 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 preceding paragraph are
referred to as the triggering events.

     Redemption of Rights.  At any time until ten business days following the
stock acquisition date, Veritas DGC may redeem the rights in whole, but not in
part, at a price of $0.001 per right. The Veritas DGC board may set a later date
to redeem the rights if a majority of the continuing directors then in office
agree. Redemption of the rights is payable in cash, shares of Veritas DGC 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.

     Anti-takeover Effects.  The rights have certain anti-takeover effects. They
may reduce or eliminate:

     - two-tiered or other partial offers that do not offer fair value for all
       Veritas DGC common stock;

     - the accumulation by a third party of 15% or more of the Veritas DGC
       common stock in open-market or private purchases in order to influence or
       control the business and affairs of Veritas DGC without paying an
       appropriate premium for a controlling position in Veritas DGC; and

                                      II-5
6
     - the accumulation of shares of Veritas DGC common stock by third parties
       in market transactions for the primary purpose of attempting to cause
       Veritas DGC to be sold.

The rights will also cause the substantial dilution of shareholder voting
strength to a person or group that attempts to acquire Veritas DGC in a manner
defined as a triggering event. This is not so if the acquiring person's offer is
conditioned on a substantial number of rights being acquired. The rights should
not affect any prospective offeror who is willing:

     - to make an offer for all outstanding shares of Veritas DGC common stock
       and other voting securities at a price and terms that are in the best
       interests of Veritas DGC and its stockholders as determined by the board
       of directors; or

     - 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 also not interfere with any merger or other business
combination approved by the board of directors since the board may, at its
option, choose to redeem all, but not less than all, of the then outstanding
rights at the $.001 redemption price. The board may exercise this option at any
time until ten business days following the stock acquisition date.

                                      II-6
7
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Certain legal matters with respect to the validity of the common stock
offered hereby will be passed upon for us by Fulbright & Jaworski L.L.P.,
Houston, Texas.

     The consolidated financial statements incorporated in this prospectus by
reference to the Annual Report on Form 10-K of Veritas DGC Inc. for the year
ended July 31, 2000, have been so incorporated in reliance on the report of
PricewaterhouseCoopers LLP, independent accountants, given on the authority of
said firm as experts in auditing and accounting.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     The Restated Certificate of Incorporation (with Amendments) and Bylaws of
Veritas DGC require Veritas DGC to indemnify Veritas DGC's directors and
officers to the fullest extent permitted under Delaware law. In addition,
Veritas DGC has entered into indemnification agreements with each of its
officers and directors providing for indemnification to the fullest extent
permitted under Delaware law. Veritas DGC's Restated Certificate of
Incorporation (with Amendments) limits the personal liability of a director to
Veritas DGC or its stockholders to damages for breach of the director's
fiduciary duty.

     Section 145 of the Delaware General Corporation Law 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'

                                      II-7
8

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).

     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.

     Section 145 of the Delaware General Corporation Law also authorizes the
Registrant to purchase and maintain insurance on behalf of any person who is or
was an officer or director the Registrant against liability asserted against or
incurred by him in any such capacity, whether or not the Registrant would have
power to indemnify such officer or director against such liability under the
provisions of Section 145. Veritas DGC 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 8. EXHIBITS.

4.1  Restated Certificate of Incorporation with amendments of Veritas DGC Inc.
     dated August 30, 1996. (Exhibit 3.1 to Veritas DGC Inc.'s Current Report on
     Form 8-K dated September 16, 1996 is incorporated herein by reference.)

4.2  Certificate of Ownership and Merger of New Digicon Inc. and Digicon Inc.
     (Exhibit 3-B to Digicon Inc.'s Registration Statement No. 33-43873 dated
     November 12, 1991 is incorporated herein by reference.)

4.3  Certificate of Amendment to Restated Certificate of Incorporation of
     Veritas DGC Inc. dated September 30, 1999. (Exhibit 3-D to Veritas DGC
     Inc.'s For 10-K for the year ended July 31, 1999 is incorporated herein by
     reference.)

4.4  By-laws of Veritas DGC Inc. as amended and restated March 7, 2000 (Exhibit
     3-E to Veritas DGC Inc.'s Form 10-Q for the quarter ended January 31, 2000
     is incorporated herein by reference)

                                      II-8
9

  4.5  Specimen Veritas DGC Inc. Common Stock certificate. (Exhibit 4-C to
       Veritas DGC Inc.'s Form 10-K for the year ended July 31, 1996 is
       incorporated herein by reference.)

  4.6  Rights Agreement between Veritas DGC Inc. and ChaseMellon Shareholder
       Services, L.L.C. dated as of May 15, 1997. (Exhibit 4.1 to Veritas DGC
       Inc.'s Current Report on Form 8-K filed May 27, 1997 is incorporated
       herein by reference.)

  4.7  Form of Restricted Stock Grant Agreement. (Exhibit 4.8 to Veritas DGC
       Inc.'s Registration Statement No. 333-48953 dated March 31, 1998 is
       incorporated herein by reference.)

  4.8  Restricted Stock Plan as amended and restated March 7, 2000. (Exhibit 4-F
       to Veritas DGC Inc.'s Form 10-Q for the quarter ended April 30, 2000 is
       incorporated herein by reference.)

  4.9  Key Contributor Incentive Plan as amended and restated March 9, 1999.
       (Exhibit 4.9 to Veritas DGC Inc.'s Registration Statement No. 333-74305
       dated March 12, 1999 is incorporated herein by reference.)

 *4.10 Veritas DGC Inc. 2001 Key Employee Restricted Stock Plan

 *5.1  Opinion of Fulbright & Jaworski L.L.P.

*23.1  Consent of PricewaterhouseCoopers LLP

*24.1  Power of attorney (included on signature page)

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

* Filed herewith.

ITEM 9. UNDERTAKINGS.

     The undersigned Registrant hereby undertakes:

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

         (i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;

         (ii) To reflect in the prospectus any facts or events arising after the
effective date of this Registration Statement (or the most recent post-effective
amendment hereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in this Registration Statement.
Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar volume of securities offered would not exceed that
which was

                                      II-9
10

registered) and any deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed with the
Securities and Exchange Commission pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no more than a 20% change in the
maximum aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement; and

         (iii) To include any material information with respect to the plan of
distribution not previously disclosed in this Registration Statement or any
material change to such information in this Registration Statement;

     Provided, however, that paragraphs (1)(i) and (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 with or furnished to the
Securities and Exchange Commission by the Registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference in this Registration Statement.

     (2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered herein, 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.

     The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 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 Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
of 1933 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 of 1933 and will be governed by the final adjudication of such issue.

                                      II-10
11

                                   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 State of Texas, on March 2, 2001.

                                       VERITAS DGC INC.

                                       By: /s/ David B. Robson
                                          ------------------------------------
                                                     David B. Robson
                                          Chairman and Chief Executive Officer

                                POWER OF ATTORNEY

     Each individual whose signature appears below constitutes and appoints
David B. Robson, Stephen J. Ludlow, Timothy L. Wells, Anthony Tripodo, Rene M.J.
VandenBrand and Larry L. Worden, and each of them, his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign any
and all amendments (including post-effective amendments) to this Registration
Statement and all exhibits thereto and all documents in connection therewith
with the Securities and Exchange Commission, granting said attorney-in-fact and
agent 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 attorney-in-fact and agent or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in their
respective capacities on March 2, 2001.
/s/ David B. Robson
----------------------------------------
           David B. Robson                                       Chairman of the Board and Chief Executive Officer
                                                                           (principal executive officer)

      /s/ Stephen J. Ludlow
----------------------------------------
          Stephen J. Ludlow                                                   Vice Chairman, Director

      /s/ Timothy L. Wells
----------------------------------------
          Timothy L. Wells                                             President and Chief Operating Officer

      /s/ Anthony Tripodo
----------------------------------------
          Anthony Tripodo                                        Executive Vice President, Chief Financial Officer and
                                                                                      Treasurer
                                                                     (principal financial and accounting officer)

----------------------------------------
         Clayton P. Cormier                                                            Director
12
/s/ Lawrence C. Fichtner
----------------------------------------
         Lawrence C. Fichtner                                                         Director

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

      /s/ Steven J. Gilbert
----------------------------------------
          Steven J. Gilbert                                                           Director

----------------------------------------
           Brian F. MacNeill                                                          Director

           /s/ Jan Rask
----------------------------------------
               Jan Rask                                                               Director
13

                                  EXHIBIT INDEX
EXHIBIT
NUMBER                                  DESCRIPTION
------                                  -----------
4.1           Restated Certificate of Incorporation with amendments of Veritas
              DGC Inc. dated August 30, 1996. (Exhibit 3.1 to Veritas DGC Inc.'s
              Current Report on Form 8-K dated September 16, 1996 is
              incorporated herein by reference.)

4.2           Certificate of Ownership and Merger of New Digicon Inc. and
              Digicon Inc. (Exhibit 3-B to Digicon Inc.'s Registration Statement
              No. 33-43873 dated November 12, 1991 is incorporated herein by
              reference.)

4.3           Certificate of Amendment to Restated Certificate of Incorporation
              of Veritas DGC Inc. dated September 30, 1999. (Exhibit 3-D to
              Veritas DGC Inc.'s For 10-K for the year ended July 31, 1999 is
              incorporated herein by reference.)

4.4           By-laws of Veritas DGC Inc. as amended and restated March 7, 2000
              (Exhibit 3-E to Veritas DGC Inc.'s Form 10-Q for the quarter ended
              January 31, 2000 is incorporated herein by reference)

4.5           Specimen Veritas DGC Inc. Common Stock certificate. (Exhibit 4-C
              to Veritas DGC Inc.'s Form 10-K for the year ended July 31, 1996
              is incorporated herein by reference.)

4.6           Rights Agreement between Veritas DGC Inc. and ChaseMellon
              Shareholder Services, L.L.C. dated as of May 15, 1997. (Exhibit
              4.1 to Veritas DGC Inc.'s Current Report on Form 8-K filed May 27,
              1997 is incorporated herein by reference.)

4.7           Form of Restricted Stock Grant Agreement. (Exhibit 4.8 to Veritas
              DGC Inc.'s Registration Statement No. 333-48953 dated March 31,
              1998 is incorporated herein by reference.)
14
4.8           Restricted Stock Plan as amended and restated March 7, 2000.
               (Exhibit 4-F to Veritas DGC Inc.'s Form 10-Q for the quarter ended
               April 30, 2000 is incorporated herein by reference.)

 4.9           Key Contributor Incentive Plan as amended and restated March 9,
               1999. (Exhibit 4.9 to Veritas DGC Inc.'s Registration Statement
               No. 333-74305 dated March 12, 1999 is incorporated herein by
               reference.)

*4.10          Veritas DGC Inc. 2001 Key Employee Restricted Stock Plan

*5.1           Opinion of Fulbright & Jaworski L.L.P.

*23.1          Consent of PricewaterhouseCoopers LLP

*24.1          Power of attorney (included on signature page herein)

* Filed herewith.