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~~

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

Date of report (Date of earliest event reported): January 16, 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))

~~o Soliciting~~Item ~~material pursuant~~8.01. Other ~~to Rule 14a-12 under the Exchange Act (17 CFR 240~~Events.~~14a-12)~~

~~o Pre-commencement~~On ~~communications~~January 16, ~~pursuant~~2006, toVeritas ~~Rule 14d-2~~DGC Inc. (bthe “Registrant”) issued a press release reporting that its subsidiary, Veritas Energy Services Inc., an Alberta corporation, has accelerated the automatic redemption date of Veritas Energy Services’ exchangeable shares and its class A exchangeable shares, series 1 to May ~~under~~16, 2006, and that the ~~Exchange~~Registrant ~~Act~~has ~~(17~~exercised its right to redeem both classes of ~~CFR~~Veritas ~~240~~Energy Services exchangeable shares.~~14d-2(b))~~ A copy of the press release is attached as Exhibit 99.1.

~~o Pre~~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-~~commencement~~for-one 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 ~~Rule~~redemption. All other exchangeable shares of both classes of Veritas Energy Services have previously been exchanged by the holders thereof on a voluntary basis. Following the redemption on May ~~13e-4(c) under~~16, the ~~Exchange~~Registrant ~~Act~~will ~~(17~~own all of the issued and ~~CFR~~outstanding ~~240~~capital stock of Veritas Energy Services.~~13e-4(c))~~

~~Item~~The 7original exchangeable shares were issued by Veritas Energy Services in connection with the business combination of the Registrant and Veritas Energy Services in 1996.01 The remaining 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. ~~Regulation~~ in 1999. Since FDtheir ~~Disclosure~~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.

On Commencing on January 416, 2006, ~~the registrant issued~~ a ~~press~~notice ~~release~~in ~~reporting~~the ~~that~~form ~~its Viking~~attached ~~Maritime~~as ~~Inc~~Exhibit 99.2 ~~subsidiary~~is ~~has~~being ~~entered~~sent ~~into an agreement in principle with Eidesvik Shipping AS, a wholly owned subsidiary of Eidesvik Offshore ASA,~~ to ~~charter a seismic research vessel which is to~~each beholder ~~newly constructed. The time charter is for a period~~ of 8record ~~years fixed, with options~~ of upVeritas toEnergy 10Services ~~more~~exchangeable ~~years. When~~shares delivered in February 2007, the vessel will be the seventh seismic vessel in registrant’s fleet, and the fourth to be owned and operated for registrant by Eidesvik on worldwide seismic operations. A copy of ~~the~~both ~~press release is attached as Exhibit 99~~classes.1.

~~In addition~~Item ~~to the charter hire for the vessel, registrant currently expects to invest approximately $55 million to equip the vessel for seismic operations~~9. Of01 ~~the~~Financial ~~expected~~Statements ~~$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.Exhibits

~~Item 9.01 Financial Statements and Exhibits~~(c) Exhibit

Exhibit No.		Description

99.1		Press release issued January 16, 2006

99.2		Form of Notice to Holders of Exchangeable Shares

Exhibit No.		Description
99.1		Press release issued January 4, 2006

SIGNATURES

~~THE~~Pursuant ~~INFORMATION~~to ~~CONTAINED~~the INrequirements ~~THIS~~of ~~CURRENT~~the ~~REPORT,~~Securities ~~INCLUDING~~Exchange ~~THE~~Act ~~EXHIBIT ATTACHED~~of ~~HERETO, SHALL NOT BE DEEMED “FILED” FOR THE PURPOSES OF SECTION 18 OF THE SECURITIES AND EXCHANGE ACT OF~~ 1934, ASthe ~~AMENDED,~~registrant ~~NOR~~has ~~SHALL IT BE DEEMED INCORPORATED BY REFERENCE INTO~~duly ~~ANY~~caused ~~REGISTRATION~~this ~~STATEMENT~~report ORto ~~OTHER~~be ~~FILING~~signed ~~PURSUANT~~on TOits ~~THE~~behalf ~~SECURITIES~~by ~~ACT~~the ~~OF 1933,~~undersigned AShereunto ~~AMENDED, EXCEPT AS OTHERWISE EXPRESSLY STATED IN SUCH FILING~~duly authorized.

		VERITAS DGC INC.


Date:	January 18, 2006	By:	/s/ LARRY L. WORDEN
		Name:	Larry L. Worden
		Title:	Vice President, General Counsel and
			Secretary

~~SIGNATURES~~EXHIBIT INDEX

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.

Exhibit No.		Description

99.1		Press release issued January 16, 2006

99.2		Form of Notice to Holders of Exchangeable Shares

		VERITAS DGC INC.
Date:	January 10, 2006	By:	/s/ LARRY L. WORDEN
		Name: Larry L. Worden
		Title: Vice President, General Counsel and Secretary

EXHIBIT INDEX

Exhibit No.		Description
99.1		Press release issued January 4, 2006

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