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Veritas DGC Inc.

December 16, 2005

Mr. H. Roger Schwall

Assistant Director, Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street, N.W. Stop 7010

Washington, D.C. 20549-0405

VIA FAX  NO. (202) 772-9368 AND REGULAR MAIL

Re:          Veritas
DGC Inc.

Registration Statement on Form S-1

Filed November 4, 2005

(Your File No. 333-116036)

Veritas DGC Inc.

Form 10-K for year ended July 31, 2005

Filed October 12, 2005

(Your File No. 1-7427)

Dear Mr. Schwall:

This letter sets forth the
responses of Veritas DGC Inc. (the “Company”) to the comments contained in your
letter of December 1, 2005, addressed to Mr. Mark E. Baldwin relating
to the Company’s Form 10-K for the year ended July 31, 2005 filed October 12,
2005.  For your convenience, we have
repeated each of your comments exactly as given in your letter and set forth our
response below each request.

Off-Balance
Sheet Arrangements, page 14

1.              We note your
disclosure indicating you have a hedging program related to your foreign
currency positions and which relate to certain customer agreements.  Please describe to us your hedging program
and clarify why you characterize

10300 Town Park Drive, Houston, Texas 77072  Telephone 832/ 351-8300   Facsimile 832/ 351-8701

www.veritasdgc.com

these as off-balance sheet items.  It appears you may need to provide the
accounting policy disclosures regarding your hedging and derivative activities
in the notes to your financial statements.
Refer to paragraphs 44-45 of SFAS 133.
Additionally, it appears you may need to expand your quantitative and
qualitative disclosures regarding your hedging program under Item 7A.  Refer to Item 305(a) of Regulation S-K.

Response:

We had no off-balance sheet instruments as of July 31, 2005 or July 31,
2004. Our discussion of our foreign currency derivatives was intended to
provide additional information to the users of our financial statements about
our derivative transactions that we may enter into periodically.  In fiscal years 2005 and 2004, we entered into
contracts with customers whereby we received payment in the British Pound
Sterling and the Norwegian Kroner.  To
protect us from currency exchange rate risk, we entered into separate currency
transactions with financial institutions.
We recorded the fair value of these derivative instruments in the
consolidated balance sheet and the changes in fair value were recognized in our
consolidated statement of operations in accordance with SFAS 133.  These derivative instruments did not qualify
for hedge accounting treatment under SFAS 133 therefore, we recognized expense
related to these instruments in fiscal 2005 and 2004 of approximately $709,000
and $249,000, respectively.

Consolidated
Statement of Cash Flows, page 27

2.              Please explain where
you have reported your gain on involuntary conversion of assets in
determination of operating cash flows.

Response

The gain on involuntary conversion of assets has been reported in the
change in accounts receivable since not all of the insurance settlement had been
collected as of July 31, 2005.  This
amount was included in the change in accounts receivable rather than being
presented separately in the consolidated statement of cash flows. The remaining
amount was collected in the quarterly period ended October 31, 2005.

In future filings on Forms 10-K and 10-Q, we will specifically disclose
where gains or losses on involuntary conversion of assets are reported in the
determination of operating cash flows.  In
our Form 10-Q for the quarter ended October 31, 2005, filed December 9,
2005, we added the following sentence to Note 3:

This $2.0 million gain in the first fiscal quarter is included as a
change in accounts receivable in the consolidated statement of cash flows.

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Note 1 Summary of Significant Accounting Policies, page 30

Accounts and Notes Receivable, page 30

3.              Please expand your
disclosure to include a general description of the terms associated with your
notes receivable, including interest rates, payment terms, and any secured
interests. In the event you have long term receivable arrangements, disclose
your accounting policy of how you determine current asset classification.

Response:

The description “Accounts and notes receivable” should not include the
reference to notes receivable since there were no notes receivable as of July 31,
2005 and July 31, 2004.  If we enter
into any notes receivable contracts in the future, we will make the appropriate
related disclosures in our financial statements.

Note 3 Long-term Debt, page 35

4.              We note your
Convertible Senior Notes appear to have conversion terms which allow for
settlement in a variable number of shares under certain circumstances.  Please explain to us how you considered the
application of paragraph 12 of SFAS 133 in determining how to account for the
embedded conversion option related to your convertible notes.  Additionally, demonstrate whether the
conversion feature qualifies as conventional convertible.  Refer to paragraph 4 of EITF 00-19.

Response:

SFAS 133, paragraph 12

Paragraph 12 of SFAS 133 requires an embedded derivative instrument to
be separated from the host contract and accounted for as a derivative
instrument if three criteria are met.
Our Convertible Senior Notes meet the first two criteria:

a)              The economic characteristics and risks of
the embedded derivative instrument are not clearly and closely related to the
economic characteristics and risks of the host contract.

•                  This criterion
is met in that the conversion feature is tied to the price of our common stock and
it is not clearly and closely related to the debt component of the instrument.

b)             The contract that embodies both the
embedded derivative instrument and the host contract is not remeasured at fair
value under otherwise applicable GAAP with changes reported in earnings as they
occur.

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•                  This criterion
is met because the debt component of the host contract would not be remeasured
at fair value under applicable GAAP.

c)              The third criterion is that a separate
instrument with the same terms as the embedded derivative instrument would be considered
a derivative instrument subject to SFAS 133, paragraphs 6-11.  However paragraph 11(a) provides the
following exclusion:

Notwithstanding the conditions of paragraphs 6-10, the reporting entity
shall not consider the following contracts to
be derivative instruments for purposes of this Statement:

a.               Contracts issued or held by that
reporting entity that are both (1) indexed to its own stock and (2) classified
in stockholders’ equity in its statement of financial position…

In our case, the option feature is indexed to the Company’s stock; however,
determination of whether it would be classified in stockholders equity required
consideration of EITF 00-19 “Accounting for Derivative Financial Instruments
Indexed to, and Potentially Settled in, a Company’s Own Stock.”

EITF 00-19 - Accounting for Derivative
Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own
Stock.

Paragraph 4

Under EITF 00-19, paragraph 4, an evaluation of the conditions
necessary for equity classification is not necessary if the contract qualifies
as conventional convertible debt. However, as discussed below, our convertible
debt does not qualify as conventional convertible debt because it is
convertible into both cash and shares.

As noted in paragraph 4 of EITF 00-19, to be considered conventional
convertible debt, “the holder may only realize the value of the conversion option
by exercising the option and receiving the entire proceeds in a fixed number of
shares or an equivalent amount of cash.”
Each Convertible Senior Note would be convertible at the then current
stock price times the conversion ratio of 41.6146. This amount would be payable
in cash equal to the principal amount of each Convertible Senior Note ($1,000)
and the additional amount, if any, payable in shares of our common stock.  For clarity, conversion of all the
Convertible Senior Notes at a $40 stock price would result in our payment of
$155 million in cash and our issuance of 2.575 million shares of common
stock.  This settlement method is
prescribed in the indenture and is not at the discretion of any party.

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Additional Conditions Necessary for Equity
Classification, paragraphs 12-32

Because our contract did not qualify as conventional convertible debt,
we continued our evaluation and determined that the conditions under paragraphs
12-32 were met for equity classification.
Each of these conditions is summarized in the following discussion,
followed by our analysis:

1.  Net
Settlement, paragraph 12

Contracts cannot be accounted for as equity that could require net-cash
settlement.

•                  This provision does
not preclude equity accounting for our contract since net-cash settlement is
not available.

2.  The
contract permits the company to settle in unregistered shares, paragraphs 14-18.  To qualify for equity accounting, contracts
must allow the company to settle in unregistered shares.

•                  Our contract
allows settlement with unregistered shares and therefore qualifies for equity
accounting under this requirement.

3.
Sufficient authorized and unissued shares available, paragraph 19

To qualify for equity accounting, the company must have sufficient
authorized and unissued shares available to settle the contract after
considering all other commitments that may require the issuance of stock during
the maximum period the derivative contract could remain outstanding.

•                  We have sufficient
authorized and unissued shares available.
The Company has 78.5 million shares of common stock authorized with less
than 35 million shares issued and outstanding.
The maximum number of shares that could be issued upon conversion is
6.450 million shares (155,000 notes multiplied by the conversion ratio of
41.6146).  Other commitments consist only
of shares related to stock options which will not result in the use of a
significant portion of the authorized and unissued shares.

4.
Contract limit on number of shares, paragraphs 20-24

For equity accounting treatment, the contract must contain an explicit
limit on the number of shares to be delivered in a share settlement.

•                  The conversion
calculation results in a limit on the number of shares to be delivered of 6.450
million shares (155,000 notes multiplied by the conversion ratio of 41.6146).

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5.  No
required cash payments to counterparty for untimely SEC filings, paragraph 25

Equity accounting treatment is available if the contract does not
require a net-cash settlement of the potential embedded derivative in the event
the company fails to make timely filings with the SEC.

•                  There are no
such terms in the contract that require a net-cash settlement of the potential
embedded derivative in the event of untimely filings with the SEC; therefore,
equity accounting is not precluded.

6.  No
cash settled “top-off” or “make-whole” provisions, paragraph 26

Equity accounting is available if there are no cash payments to the
counterparty if the shares initially delivered upon settlement are subsequently
sold by the counterparty and the sales proceeds are insufficient to provide the
counterparty with full return of the amount due (that is, there are no cash
settled “top-off” or “make-whole” provisions).

•                  There are no
such terms in the contract; therefore, equity accounting is not precluded.

7.
Net-cash settlement in specific circumstances, paragraphs 27-28

Generally, if an event that is not within the company’s control could
require net-cash settlement of the potential embedded derivative, then the conversion
feature must be classified as an asset or a liability.  However, specific circumstances in which
holders of shares underlying the contract receive cash in exchange for their
shares will not preclude equity accounting.

•                  This is not
applicable because the conversion of the potential embedded derivative is to be
settled entirely in Company stock.  There
are no contract provisions under which the holder would also receive cash in
exchange for the conversion feature.

8.
Counterparty rights no higher than that of shareholders, paragraphs 29-31

For equity accounting there can be no provisions in the contract that
indicate that the counterparty has rights that rank higher than those of a
shareholder of the stock underlying the contract.

•                  There are no
provisions in the contract providing rights to a counterparty greater than
those of a Company shareholder.

9. Collateral, paragraph 32

There can be no requirement in the contract to post collateral at any
point or for any reason in order for equity accounting to be available.

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•                  No terms
requiring collateral are included in the contract.

Overall Conclusion

We concluded that the conversion feature does not require separation
from the Convertible Senior Notes host contract because it qualifies for the
scope exclusion under SFAS 133, paragraph 11(a).  The conversion feature is indexed to the
company’s own stock and qualifies for classification as stockholders’ equity
under EITF 00-19.  Therefore the
accounting for the Convertible Senior Notes is appropriate given the relevant accounting
literature.

Note 7 Employee Benefits, page 40

5.              We note your
disclosure indicating you have issued deferred share units which are
convertible into common shares when vested on a one for one basis.  Please expand your disclosure to clarify how
you account for these deferred shares.
Additionally please reference the authoritative literature supporting
your accounting policy in your response.

Response:

In our future filings on Forms 10-K and 10-Q, we will expand our
disclosure as follows:

It is our accounting policy to determine the fair value of deferred
share units based on the company’s stock price at the date of grant which is then
expensed over the applicable vesting period.

As of July 31, 2005, this policy was in effect and was in accordance
with the relevant accounting guidance at that time which was Accounting
Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees”
and related interpretations. As of August 1, 2005, we adopted SFAS 123(R),
a revision of SFAS 123, “Accounting for Stock-Based Compensation.”

Note 12 Segment and Geographical Information, page 46

6.              We note that your
disclosures do not appear to include depreciation expense and other items which
generally accompany segment profit measures and total asset disclosures.  Refer to paragraphs 27-28 of SFAS 131.  Additionally, the type of products and services
from which each reportable segment derives its revenues is unclear.  Refer to paragraph 26 of SFAS 131.  Please expand your disclosures to include
these items or tell us why you believe this literature would not apply.

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Response:

Operating income is the measure of segment profit or loss reviewed by
our chief operating decision maker.  We
have prepared our segment information based upon the criteria used by
management to evaluate the performance of and allocate resources to our
segments. Because we do not show depreciation and amortization separately on
the consolidated statement of operations and because management does not review
depreciation specifically to either evaluate the performance of or allocate
resources to our segments, we did not consider it was relevant to our
disclosure. However, based upon your comment, we will disclose depreciation and
amortization expense by reportable segment under SFAS 131, paragraph 27 in
future filings on Forms 10-K and 10-Q.

We agree that the type of products and services