UNITED STATES SECURITIES AND EXCHANGE COMMISSION

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

~~Pursuant~~Date ~~to Section 13 or 15(d)~~ of ~~the~~report ~~Securities~~(Date ~~Exchange~~of ~~Act~~earliest ofevent ~~1934~~reported): January 4, 2006

Date of report (Date of earliest event reported): October 24, 2005

Veritas DGC Inc.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

(State or Other Jurisdiction of Incorporation)

1-7427		76-0343152
(Commission File Number)		(I.R.S. Employer Identification No.)

10300 Town Park Drive
Houston, Texas		77072
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (832) 351-8300

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~Item~~o Soliciting ~~1.01. Entry~~material ~~into~~pursuant ato ~~Material~~Rule 14a-12 ~~Definitive~~under ~~Agreement~~the Exchange Act (17 CFR 240.14a-12)

~~By letter agreement dated October 24,~~o Pre-commencement ~~2005,~~communications wepursuant ~~amended~~to ~~the Amended and Restated Employment Agreement dated October~~Rule ~~22, 2001, which we entered into with Stephen J. Ludlow, a director and vice chairman of Veritas DGC Inc., on October~~14d-2(b) ~~22,~~under ~~2001. The~~the ~~employment~~Exchange ~~agreement~~Act ~~was previously~~(17 ~~amended~~CFR ~~on November 14, 2001~~240.14d-2(b))

~~Our employment agreement with Mr. Ludlow,~~o Pre-commencement ascommunications ~~amended,~~pursuant ~~continues until March 31, 2006 unless it is extended by mutual agreement or unless we elect~~ to ~~terminate the agreement earlier. Until March~~Rule 31, 2006, Mr. Ludlow is entitled to a minimum annual salary of $280,000 under the agreement and will continue to participate in equity compensation and incentive payment plans offered to other executive officers. On March 31, 2006, unless the agreement is extended or earlier terminated, 13e-4(~~other than a termination in connection with a change of control of Veritas DGC~~c)~~, Mr.~~ ~~Ludlow is entitled to a lump sum payment~~ under ~~his employment agreement equal to two years of annual base salary and to a lump sum payment equal to~~ the ~~amount payable~~Exchange ~~for~~Act ~~group insurance premiums under COBRA for a period of 12~~(17 ~~months. Options~~CFR ~~previously granted to Mr~~240. Ludlow will continue to vest following the termination of Mr. Ludlow’s employment on the schedule set forth in his option grant agreements and will continue to be exercisable for the period specified in the applicable option grant agreement. In the event a change in control of Veritas DGC occurs within two years after such termination, under certain conditions Mr. Ludlow will be entitled to a lump sum payment under his employment agreement equal to three times the sum of his annual base salary and annual bonus less certain payments previously made. In addition, all options to purchase Common Stock of the Company granted to Mr. Ludlow will then immediately become exercisable. Mr. Ludlow has agreed not to compete with the Company for a period of two years following the date of termination.13e-4(c))

Item 57.0201. ~~Departure of~~Regulation ~~Directors~~FD ~~or Principal Officers; Election of Directors; Appointment of Principal Officers~~Disclosure.

~~Stephen~~On January 4, ~~J. Ludlow~~2006, ~~currently~~the registrant issued a ~~director~~press ~~and~~release ~~vice~~reporting that its ~~chairman~~Viking ofMaritime ~~the~~Inc. ~~Company,~~subsidiary has ~~announced~~entered ~~his~~into ~~intention~~an toagreement ~~retire~~in ~~from~~principle ~~the Company~~with inEidesvik ~~March 2006. Mr. Ludlow~~Shipping ~~will continue~~AS, toa ~~serve~~wholly inowned ~~his~~subsidiary ~~present~~of ~~role~~Eidesvik asOffshore ASA, to charter a ~~director~~seismic ~~and~~research ~~vice~~vessel ~~chairman~~which ~~until~~is ~~the~~to ~~next~~be ~~annual~~newly ~~meeting~~constructed. The oftime ~~stockholders~~charter is infor ~~December 2005~~a ~~and~~period ~~will~~of ~~then~~8 ~~be named~~years anfixed, ~~executive~~with ~~vice~~options ~~president~~ of ~~the~~up ~~Company~~to 10 more years. HeWhen delivered in February 2007, the vessel will ~~continue~~be the seventh seismic vessel in ~~that~~registrant’s ~~role~~fleet, ~~until~~and ~~his retirement~~the fourth to ~~assure~~be anowned ~~orderly~~and ~~transition~~operated for registrant by Eidesvik on worldwide seismic operations. A copy of ~~his~~the ~~current~~press ~~duties~~release is attached as Exhibit 99.1.

In addition to the charter hire for the vessel, registrant currently expects to invest approximately $55 million to equip the vessel for seismic operations. Of the expected $55 million total, registrant currently expects to invest approximately $1.5 million during its fiscal year ending July 31, 2006 and approximately $35.5 million during its the fiscal year ending July 31, 2007 for recording and in-water systems for the vessel. The remaining $18 million investment is expected to be in the form of an eight-year capital lease of certain onboard seismic handling equipment.

Item 9.01 Financial Statements and Exhibits

Exhibit No.		Description
10.1		Amended and Restated Employment Agreement between Veritas DGC Inc. and Stephen J. Ludlow. (Exhibit 10-C to Veritas DGC Inc.’s Form 10-Q for the quarter ended October 31, 2001 is incorporated herein by reference.)
99.1		Press release issued January 4, 2006

THE INFORMATION CONTAINED IN THIS CURRENT REPORT, INCLUDING THE EXHIBIT ATTACHED HERETO, SHALL NOT BE DEEMED “FILED” FOR THE PURPOSES OF SECTION 18 OF THE SECURITIES AND EXCHANGE ACT OF 1934, AS AMENDED, NOR SHALL IT BE DEEMED INCORPORATED BY REFERENCE INTO ANY REGISTRATION STATEMENT OR OTHER FILING PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED, EXCEPT AS OTHERWISE EXPRESSLY STATED IN SUCH FILING.

10.2		Amendment No. 1 to Amended and Restated Employment Agreement between Veritas DGC Inc. and Stephen J. Ludlow. (Exhibit 10-D to Veritas DGC Inc.’s Form 10-Q for the quarter ended October 31, 2001 is incorporated herein by reference.)
10.3		Letter Agreement dated October 24, 2005, between Veritas DGC Inc. and Stephen J. Ludlow
99.1		Press release dated October 27, 2005

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		VERITAS DGC INC.
Date:	~~October~~January 2810, ~~2005~~2006	By:	/s/ LARRY L. WORDEN
		Name:		Larry L. Worden
		Name: Larry L. Worden
		Title:		Vice President, General Counsel and
		Title: Vice President, General Counsel and Secretary
				Secretary

EXHIBIT INDEX

Exhibit No.		Description
10.1		Amended and Restated Employment Agreement between Veritas DGC Inc. and Stephen J. Ludlow. (Exhibit 10-C to Veritas DGC Inc.’s Form 10-Q for the quarter ended October 31, 2001 is incorporated herein by reference.)
99.1		Press release issued January 4, 2006
10.2		Amendment No. 1 to Amended and Restated Employment Agreement between Veritas DGC Inc. and Stephen J. Ludlow. (Exhibit 10-D to Veritas DGC Inc.’s Form 10-Q for the quarter ended October 31, 2001 is incorporated herein by reference.)
10.3		Letter Agreement dated October 24, 2005, between Veritas DGC Inc. and Stephen J. Ludlow
99.1		Press release dated October 27, 2005

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