December 1, 2005


Mr. Mark E. Baldwin
Chief Financial Officer and Treasurer
Veritas DGC Inc.
10300 Town Park
Houston, Texas 77072

	Re:	Veritas DGC Inc. Hhlkjldkfjonl
		Registration Statement on Form S-1
		Filed November 4, 2005
		File No. 333-116036

      Form 10-K for Fiscal Year Ended July 31, 2005
		Filed October 12, 2005
		File No. 1-7427

Dear Mr. Baldwin:

      We have limited our review of your filing to those issues we
have addressed in our comments. Where indicated, we think you
should
revise your document in response to these comments.  If you
disagree,
we will consider your explanation as to why our comment is
inapplicable or a revision is unnecessary. Please be as detailed
as
necessary in your explanation.  In some of our comments, we may
ask
you to provide us with information so we may better understand
your
disclosure.  After reviewing this information, we may raise
additional
comments.

Form 10-K for the Fiscal Year Ended July 31, 2005

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 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.
Financial Statements

Consolidated Statements of Cash Flows, page 27

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

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.

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.

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.

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.


Closing Comments

       As appropriate, please amend your filing and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response.  You may wish to provide us with marked copies of
the
amendment to expedite our review.  Please furnish a cover letter
with
your amendment that keys your responses to our comments and
provides
any requested information.  Detailed cover letters greatly
facilitate
our review.  Please understand that we may have additional
comments
after reviewing your amendment and responses to our comments.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing
includes all information required under the Securities Exchange
Act of
1934 and that they have provided all information investors require
for
an informed investment decision.  Since the company and its
management
are in possession of all facts relating to a company`s disclosure,
they are responsible for the accuracy and adequacy of the
disclosures
they have made.

	In connection with responding to our comments, please
provide, in
writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal
securities laws of the United States.

   In addition, please be advised that the Division of Enforcement
has
access to all information you provide to the staff of the Division
of
Corporation Finance in our review of your filing or in response to
our
comments on your filing.








      You may contact Jonathan Duersch at (202) 551-3719 if you
have
questions regarding comments on the financial statements and
related
matters.  If you have any other questions, please contact Carmen
Moncada-Terry at (202) 551-3687 or, in her absence, the
undersigned at
(202) 551-3740 with any other questions.


								Sincerely,



								H. Roger Schwall
								Assistant Director

cc:	M. Strouck
	J. Duersch
	J. Davis
	C. Moncada-Terry

Mr. Mark E. Baldwin
Chief Financial Officer and Treasurer
December 1, 2005
page 1




UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

   DIVISION OF
CORPORATION FINANCE
MAIL STOP 7010