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                                                FILED PURSUANT TO RULE 424(b)(5)
                                                      REGISTRATION NO. 333-86247

PROSPECTUS SUPPLEMENT
(TO PROSPECTUS DATED OCTOBER 8, 1999)



                                43,400 SHARES

                                VERITAS DGC INC.
                                  COMMON STOCK

                                ---------------

Pursuant to a Sales Agency Agreement dated October 26, 1999 (the "Agency
Agreement") between Veritas DGC Inc. (the "Company") and PaineWebber
Incorporated ("PaineWebber"), which has been filed as an exhibit to a report on
Form 8-K filed with the SEC on October 26, 1999, and which is incorporated by
reference herein, the Company has sold, through PaineWebber, as agent of the
Company, 43,400 shares of the Company's common stock, par value $.01 per share
(the "Common Stock"), pursuant to ordinary brokers' transactions on the New York
Stock Exchange (the "NYSE").

43,400 shares of Common Stock were sold from May 1, 2000 through May 5, 2000.


                                                              
Gross Proceeds to Company ..................................     $ 1,025,412.50

Commission to Agent ........................................     $    30,762.39

Net Proceeds to Company ....................................     $   994,650.11

On May 5, 2000 the last reported sales price of the
Common Stock on the NYSE was ...............................     $        24.25



Note: SEC fees were not used in arriving at any of the above figures.

                                ---------------

Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.

                                ---------------

               THIS PROSPECTUS SUPPLEMENT IS DATED May 9, 2000.