January 13, 2006


Mr. Mark E. Baldwin
Chief Executive Officer
Veritas DCG Inc.
10300 Town Park
Houston, TX 77072

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

Dear Mr. Baldwin:

      We have reviewed your filings and have the following
comment.
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.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.


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

Note 3 Long-term Debt, page 35

1. We note your response to prior comment four.  We understand
from
our phone conference with you on January 3, 2004, and your
disclosures in your filing, that the conversion option includes
registration rights with a liquidating damage provision.  Please
indicate the terms and conditions of the liquidating damage
provision
and quantify the potential maximum penalty value at the date of
issuance. Demonstrate whether the penalty is significant such that
it
would not represent a reasonable discount between the fair values
of
settling in registered shares versus unregistered shares. Also
tell
us how you considered EITF 00-27 regarding your contingent
conversion
option.

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.

	You may contact Jonathan Duersch at (202) 551-3719 if you
have
questions regarding comments on the financial statements and
related
matters.  Please contact me at (202) 551-3683 with any other
questions.

								Sincerely,



								Jill Davis
								Branch Chief


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Mr. Mark E. Baldwin
Veritas DCG Inc.
January 13, 2006
page 1




UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0405

   DIVISION OF
CORPORATION FINANCE