UNITED STATES

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

Date of report (Date of earliest event reported): ~~January 16~~June 1, 2006

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 ~~8.01. Other~~material ~~Events~~pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Ono Pre-commencement communications ~~January 16,~~pursuant ~~2006,~~to ~~Veritas~~Rule ~~DGC Inc.~~ 14d-2(~~the “Registrant”~~b) ~~issued~~under ~~a press release reporting that its subsidiary, Veritas Energy Services Inc., an Alberta corporation, has accelerated~~ the ~~automatic~~Exchange ~~redemption~~Act ~~date~~(17 ofCFR Veritas Energy Services’ exchangeable shares and its class A exchangeable shares, series 1 to May 16, 2006, and that the Registrant has exercised its right to redeem both classes of Veritas Energy Services exchangeable shares240. ~~A copy of the press release is attached as Exhibit 99.1.~~14d-2(b))

~~On May 16, 2006, the anticipated closing date, each Veritas Energy Services exchangeable share of both classes then outstanding will be exchanged on a one~~o Pre-~~for-one~~commencement ~~basis~~communications ~~for~~pursuant the Registrant’s common stock, $.01 par value. At the close of business on January 12, 2006, there were 12,553 exchangeable shares and 79,091 class A exchangeable shares, series 1 which are subject to ~~redemption. All~~Rule ~~other~~13e-4(c) ~~exchangeable~~under ~~shares of both classes of Veritas Energy Services have previously been exchanged by~~ the ~~holders thereof~~Exchange onAct a(17 ~~voluntary~~CFR ~~basis~~240. ~~Following the redemption on May 16, the Registrant will own all of the issued and outstanding capital stock of Veritas Energy Services.~~13e-4(c))

~~The~~Item ~~original exchangeable shares were issued by Veritas Energy Services in connection with the business combination of the Registrant and Veritas Energy Services in 1996~~8. ~~The~~01 ~~remaining~~Other ~~exchangeable shares, the class A exchangeable shares, series 1, were issued by Veritas Energy Services in connection with its acquisition of Enertec Resource Services Inc~~Events. in 1999. Since their original issuance, both classes of exchangeable shares have been exchangeable on a one-for-one basis for one share of the Registrant’s common stock and, by means of a class of special voting shares, holders of exchangeable shares have voting rights virtually identical to holders of the Registrant’s common stock on matters on which the Registrant’s shareholders are entitled to vote. Since they were issued, the Registrant has included the exchangeable shares in its reported number of shares outstanding.

~~Commencing~~On onJune ~~January 16~~1, 2006, ~~a notice in~~ the ~~form~~registrant ~~attached~~entered asinto a ~~Exhibit 99.2~~letter isof ~~being~~intent ~~sent~~with toMatco ~~each holder~~Capital ofLtd. ~~record~~(Matco) ofto ~~Veritas~~sell ~~Energy~~its ~~Services~~land ~~exchangeable~~seismic acquisition ~~shares~~business offor ~~both~~an ~~classes~~undisclosed consideration.

In fiscal year 2005 the land seismic acquisition business of Veritas generated approximately US $140 million of revenue, or approximately 22 percent of the consolidated revenue of Veritas. Closing is expected to occur in the summer of 2006 and is contingent upon reaching a definitive agreement as well as receipt of regulatory and other approvals.

On June 1, 2006, registrant issued a press release announcing the signing of the letter of intent. A copy of the press release is attached as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits

Exhibit No.		Description
99.1		Press release issued ~~January~~June 161, 2006
99.2		Form of Notice to Holders of Exchangeable Shares

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.~~	VERITAS DGC INC.
Date:	~~January~~June 181, 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
99.1		Press release issued ~~January~~June 161, 2006
99.2		Form of Notice to Holders of Exchangeable Shares

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