<PAGE>   1
     As filed with the Securities and Exchange Commission on March 12, 1999.

                                                     Registration No. 333-*****
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

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

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

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

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

                           3701 KIRBY DRIVE, SUITE 112
                            HOUSTON, TEXAS 77098-3982
                                 (713) 512-8300
   (Address, including Zip Code, of Registrant's Principal Executive Offices)

                            ------------------------
                                VERITAS DGC INC.
    FOURTH AMENDED AND RESTATED 1992 EMPLOYEE NONQUALIFIED STOCK OPTION PLAN
                                VERITAS DGC INC.
    SECOND AMENDED AND RESTATED 1992 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
                          VERITAS RESTRICTED STOCK PLAN
                 VERITAS DGC INC. KEY CONTRIBUTOR INCENTIVE PLAN
                     (AS AMENDED AND RESTATED MARCH 9, 1999)
                              (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 77098-3982        HOUSTON, TEXAS 77002-2764
                    (713) 512-8300                   (713) 226-0600

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

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=====================================================================================================================
                                                            PROPOSED MAXIMUM          PROPOSED
                                          AMOUNT TO             OFFERING          MAXIMUM AGGREGATE     AMOUNT OF
TITLE OF SECURITIES TO BE REGISTERED    BE REGISTERED      PRICE PER SHARE (1)    OFFERING PRICE (2) REGISTRATION FEE
---------------------------------------------------------------------------------------------------------------------
<S>                                     <C>            <C>                        <C>                <C>     
Common Stock, par value $.01 per share  700,000 shs.           $10.1875             $7,131,250.00         $1,982.49
=====================================================================================================================
</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 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 March 9, 1999, which was $10.1875. 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
REGISTRATION STATEMENT NO. 333-70721, POST-EFFECTIVE AMENDMENT NO. 2 TO
REGISTRANT'S REGISTRATION STATEMENT NO. 333-65081, POST-EFFECTIVE AMENDMENT NO.
3 TO REGISTRANT'S REGISTRATION STATEMENT NO. 333-57603, POST-EFFECTIVE AMENDMENT
NO. 4 TO REGISTRANT'S REGISTRATION STATEMENT NO. 333-48953, POST-EFFECTIVE
AMENDMENT NO. 5 TO REGISTRANT'S REGISTRATION STATEMENT NO. 333-41829 AND
POST-EFFECTIVE AMENDMENT NO. 6 TO REGISTRANT'S REGISTRATION STATEMENT NO.
333-09679, WHICH RELATE TO AN AGGREGATE OF 4,150,600 SHARES OF COMMON STOCK. THE
$28,466.67 AGGREGATE REGISTRATION FEE WITH RESPECT TO SUCH 4,150,600 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 quarterly report on Form 10-Q for the fiscal
                    quarter ended October 31, 1998, filed with the Commission on
                    December 15, 1998;

          (b)       the Company's current report on Form 8-K for the event dated
                    November 10, 1998, filed with the Commission on November 12,
                    1998;

          (c)       the Company's annual report on Form 10-K for the fiscal year
                    ended July 31, 1998, filed with the Commission on October 7,
                    1998;

          (d)       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 16, 1996, 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 (as amended and restated March 9, 1999)
and the Company's Fourth Amended and Restated 1992 Employee Nonqualified Stock
Option Plan (as amended and restated March 9, 1999), 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 November 30, 1998, there were 22,844,407 shares
outstanding, and 2,359,707 shares were reserved for issuance upon exercise of
any options or rights granted under the Company's various compensation plans.
Included in the shares outstanding are 1,506,863 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 


                                      -2-
<PAGE>   3

that event, the holders of the remaining shares will not be able to elect any
directors. ChaseMellon Shareholder Services, L.L.C., Dallas, Texas, is the
transfer agent and registrar for the Common Stock.

PREFERRED STOCK

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


                                      -3-
<PAGE>   4

per share market price of $40 at such time (with each one-thousandth share of
Series A Preferred Stock valued at one share of Common Stock), the holder of
each valid Right would be entitled to purchase 5 shares of the Series A
Preferred Stock for $100. Rights are not exercisable following the occurrence of
any of the events described above until the Rights are no longer redeemable by
the Company as described below. Notwithstanding any of the foregoing, following
the occurrence of any of the events described in this paragraph, all Rights that
are, or (under certain circumstances specified in the Rights Plan) were,
beneficially owned by any Acquiring Person will be null and void.

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


                                      -4-
<PAGE>   5

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS

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

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

          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       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).
4.2       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).
4.3       Bylaws of New Digicon Inc. dated June 24, 1991. (Incorporated by
          referenced to Exhibit 3-C to Digicon's Registration Statement No.
          33-43873, dated November 12, 1991).
4.4       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).


                                      -5-


<PAGE>   6

4.5       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).
4.6*      Fourth Amended and Restated 1992 Employee Nonqualified Stock Option
          Plan (as amended and restated March 9, 1999).
4.7       1992 Non-Employee Director Stock Option Plan (as amended and restated
          December 9, 1998). (Incorporated by reference to Exhibit 4.7 to
          Veritas DGC Inc.'s Registration Statement No. 333-70721, dated January
          15, 1999).
4.8       Restricted Stock Plan. (Incorporated by reference to Exhibit 4.1 to
          Veritas DGC Inc.'s Registration Statement No. 333-57603, dated June
          24, 1998).
4.9*      Key Contributor Incentive Plan (as amended and restated March 9,
          1999).
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.


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.


                                      -6-
<PAGE>   7

          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.


                                      -7-

<PAGE>   8

                                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 March 9, 1999.

                                       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 9th day of March, 1999.

<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                           Vice Chairman of the Board
----------------------------------                        and Director
Stephen J. Ludlow

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

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


                                      -8-
<PAGE>   9

<TABLE>
<CAPTION>
             SIGNATURE                                          TITLE
             ---------                                          -----
<S>                                         <C>

   /s/ Clayton P. Cormier                                      Director
----------------------------------
Clayton P. Cormier

   /s/ Ralph M. Eeson                                          Director
----------------------------------
Ralph M. Eeson

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

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

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

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

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

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


                                      -9-
<PAGE>   10

                               INDEX TO EXHIBITS


<TABLE>
<CAPTION>
Exhibit
No.       Description
-------   -----------
<S>       <C>

4.1       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).
4.2       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).
4.3       Bylaws of New Digicon Inc. dated June 24, 1991. (Incorporated by
          referenced to Exhibit 3-C to Digicon's Registration Statement No.
          33-43873, dated November 12, 1991).
4.4       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).
4.5       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).
4.6*      Fourth Amended and Restated 1992 Employee Nonqualified Stock Option
          Plan (as amended and restated March 9, 1999).
4.7       1992 Non-Employee Director Stock Option Plan (as amended and restated
          December 9, 1998). (Incorporated by reference to Exhibit 4.7 to
          Veritas DGC Inc.'s Registration Statement No. 333-70721, dated January
          15, 1999).
4.8       Restricted Stock Plan. (Incorporated by reference to Exhibit 4.1 to
          Veritas DGC Inc.'s Registration Statement No. 333-57603, dated June
          24, 1998).
4.9*      Key Contributor Incentive Plan (as amended and restated March 9,
          1999).
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.
[{"type": "S-8", "sequence": "1", "description": "VERITAS DGC INC.", "secsgml_size_bytes": 35264}]
{"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": "333-74305", "film-number": "99563627"}, "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 March 12, 1999.

                                                     Registration No. 333-*****
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

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

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

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

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

                           3701 KIRBY DRIVE, SUITE 112
                            HOUSTON, TEXAS 77098-3982
                                 (713) 512-8300
   (Address, including Zip Code, of Registrant's Principal Executive Offices)

                            ------------------------
                                VERITAS DGC INC.
    FOURTH AMENDED AND RESTATED 1992 EMPLOYEE NONQUALIFIED STOCK OPTION PLAN
                                VERITAS DGC INC.
    SECOND AMENDED AND RESTATED 1992 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
                          VERITAS RESTRICTED STOCK PLAN
                 VERITAS DGC INC. KEY CONTRIBUTOR INCENTIVE PLAN
                     (AS AMENDED AND RESTATED MARCH 9, 1999)
                              (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 77098-3982        HOUSTON, TEXAS 77002-2764
                    (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  700,000 shs.           $10.1875             $7,131,250.00         $1,982.49
=====================================================================================================================
(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 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 March 9, 1999, which was $10.1875. 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
REGISTRATION STATEMENT NO. 333-70721, POST-EFFECTIVE AMENDMENT NO. 2 TO
REGISTRANT'S REGISTRATION STATEMENT NO. 333-65081, POST-EFFECTIVE AMENDMENT NO.
3 TO REGISTRANT'S REGISTRATION STATEMENT NO. 333-57603, POST-EFFECTIVE AMENDMENT
NO. 4 TO REGISTRANT'S REGISTRATION STATEMENT NO. 333-48953, POST-EFFECTIVE
AMENDMENT NO. 5 TO REGISTRANT'S REGISTRATION STATEMENT NO. 333-41829 AND
POST-EFFECTIVE AMENDMENT NO. 6 TO REGISTRANT'S REGISTRATION STATEMENT NO.
333-09679, WHICH RELATE TO AN AGGREGATE OF 4,150,600 SHARES OF COMMON STOCK. THE
$28,466.67 AGGREGATE REGISTRATION FEE WITH RESPECT TO SUCH 4,150,600 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 quarterly report on Form 10-Q for the fiscal
                    quarter ended October 31, 1998, filed with the Commission on
                    December 15, 1998;

          (b)       the Company's current report on Form 8-K for the event dated
                    November 10, 1998, filed with the Commission on November 12,
                    1998;

          (c)       the Company's annual report on Form 10-K for the fiscal year
                    ended July 31, 1998, filed with the Commission on October 7,
                    1998;

          (d)       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 16, 1996, 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 (as amended and restated March 9, 1999)
and the Company's Fourth Amended and Restated 1992 Employee Nonqualified Stock
Option Plan (as amended and restated March 9, 1999), 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 November 30, 1998, there were 22,844,407 shares
outstanding, and 2,359,707 shares were reserved for issuance upon exercise of
any options or rights granted under the Company's various compensation plans.
Included in the shares outstanding are 1,506,863 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 

                                      -2-
3

that event, the holders of the remaining shares will not be able to elect any
directors. ChaseMellon Shareholder Services, L.L.C., Dallas, Texas, is the
transfer agent and registrar for the Common Stock.

PREFERRED STOCK

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

                                      -3-
4

per share market price of $40 at such time (with each one-thousandth share of
Series A Preferred Stock valued at one share of Common Stock), the holder of
each valid Right would be entitled to purchase 5 shares of the Series A
Preferred Stock for $100. Rights are not exercisable following the occurrence of
any of the events described above until the Rights are no longer redeemable by
the Company as described below. Notwithstanding any of the foregoing, following
the occurrence of any of the events described in this paragraph, all Rights that
are, or (under certain circumstances specified in the Rights Plan) were,
beneficially owned by any Acquiring Person will be null and void.

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

                                      -4-
5

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS

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

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

          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       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).
4.2       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).
4.3       Bylaws of New Digicon Inc. dated June 24, 1991. (Incorporated by
          referenced to Exhibit 3-C to Digicon's Registration Statement No.
          33-43873, dated November 12, 1991).
4.4       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).

                                      -5-
6

4.5       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).
4.6*      Fourth Amended and Restated 1992 Employee Nonqualified Stock Option
          Plan (as amended and restated March 9, 1999).
4.7       1992 Non-Employee Director Stock Option Plan (as amended and restated
          December 9, 1998). (Incorporated by reference to Exhibit 4.7 to
          Veritas DGC Inc.'s Registration Statement No. 333-70721, dated January
          15, 1999).
4.8       Restricted Stock Plan. (Incorporated by reference to Exhibit 4.1 to
          Veritas DGC Inc.'s Registration Statement No. 333-57603, dated June
          24, 1998).
4.9*      Key Contributor Incentive Plan (as amended and restated March 9,
          1999).
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.

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.

                                      -6-
7

          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.

                                      -7-
8

                                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 March 9, 1999.

                                       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 9th day of March, 1999.
SIGNATURE                                       TITLE
             ---------                                       -----
/s/ David B. Robson                               Chairman of the Board,
----------------------------------            Chief Executive Officer and Director
David B. Robson                                      

   /s/ Stephen J. Ludlow                           Vice Chairman of the Board
----------------------------------                        and Director
Stephen J. Ludlow

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

   /s/ Anthony Tripodo                               Executive Vice President,
----------------------------------            Chief Financial Officer and Treasurer
Anthony Tripodo                             (principal financial and accounting officer)
-8-
9
SIGNATURE                                          TITLE
             ---------                                          -----
/s/ Clayton P. Cormier                                      Director
----------------------------------
Clayton P. Cormier

   /s/ Ralph M. Eeson                                          Director
----------------------------------
Ralph M. Eeson

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

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

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

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

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

   /s/ Jack C. Threet                                          Director
----------------------------------
Jack C. Threet
-9-
10

                               INDEX TO EXHIBITS
Exhibit
No.       Description
-------   -----------
4.1       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).
4.2       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).
4.3       Bylaws of New Digicon Inc. dated June 24, 1991. (Incorporated by
          referenced to Exhibit 3-C to Digicon's Registration Statement No.
          33-43873, dated November 12, 1991).
4.4       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).
4.5       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).
4.6*      Fourth Amended and Restated 1992 Employee Nonqualified Stock Option
          Plan (as amended and restated March 9, 1999).
4.7       1992 Non-Employee Director Stock Option Plan (as amended and restated
          December 9, 1998). (Incorporated by reference to Exhibit 4.7 to
          Veritas DGC Inc.'s Registration Statement No. 333-70721, dated January
          15, 1999).
4.8       Restricted Stock Plan. (Incorporated by reference to Exhibit 4.1 to
          Veritas DGC Inc.'s Registration Statement No. 333-57603, dated June
          24, 1998).
4.9*      Key Contributor Incentive Plan (as amended and restated March 9,
          1999).
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).
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*Filed herewith.