EXHIBIT 99


                                VERITAS DGC INC.
                             AUDIT COMMITTEE CHARTER
                             (Revised June 12, 2001)

The Audit Committee is a committee of the Board of Directors. Its primary
function is to assist the board in fulfilling its oversight responsibilities by
reviewing the financial information which will be provided to the shareholders
and others, the systems of internal controls which management and the Board of
Directors have established, and the audit process.

It is RESOLVED, therefore, that the outside auditors retained by the Company
shall be ultimately accountable to the Board of Directors of the Company and the
Audit Committee;

It is RESOLVED, that the Board of Directors and the Audit Committee are
responsible for the selection, evaluation, and, where appropriate, replacement
of the outside auditor;

It is RESOLVED, therefore, that the duties and powers of the Audit Committee of
the Board of Directors (the "Audit Committee") shall include:

1.   Ensuring the independence of the outside auditor by reviewing and
     discussing with the Board, if necessary, any relationships between the
     outside auditor and the Company or any other relationships that may
     adversely affect the independence of the outside auditor;

2.   Overseeing that management has maintained the reliability and integrity of
     the accounting policies and financial reporting and disclosure practices of
     the Company;

3.   Overseeing that management has established and maintained processes to
     assure that an adequate system of internal control is functioning within
     the Company;

It is RESOLVED, that the Audit Committee shall have the following specific
powers and duties:

1.   Requiring that the outside auditor submit to it on a periodic basis, not
     less than annually, a formal written statement delineating all
     relationships between the auditor and the Company;

2.   Actively engaging in a dialogue with the outside auditor with respect to
     any disclosed relationships or services that may impact the objectivity and
     independence of the outside auditor and for recommending that the Board of
     Directors take appropriate action in response to the outside auditors'
     report to satisfy itself of the outside auditors' independence;

3.   Holding at least three regular meetings per year and such special meetings
     (at least one per year) as may be called by the Chairman of the Audit
     Committee or at the request of the outside auditor or the internal
     auditors, and including in such meetings members of management to provide
     information as needed;





4.   Reviewing the performance of the outside auditor and internal auditors and
     making recommendations to the Board of Directors regarding the appointment
     or termination of the outside auditor and internal auditors;

5.   Conferring with the outside auditor and the internal auditors concerning
     the scope of their examinations of the books and records of the Company and
     its subsidiaries; reviewing and approving the outside auditor' annual
     engagement letter; reviewing and approving the Company's internal audit
     plans and reports, annual audit plans and budgets; directing the special
     attention of the auditors to specific matters or areas deemed by the
     Committee or the auditors to be of special significance; and authorizing
     the auditors to perform such supplemental reviews or audits as the
     Committee may deem desirable;

6.   Reviewing with management, the outside auditor and internal auditors
     significant risks and exposures, audit activities and significant audit
     findings;

7.   Reviewing the range and cost of audit and non-audit services performed by
     the outside auditor;

8.   Reviewing the Company's audited annual financial statements and the outside
     auditor' opinion rendered with respect to such financial statements,
     including reviewing the nature and extent of any significant changes in
     accounting principles or the application thereof, and providing for the
     review of interim financial reports before they are filed with the SEC or
     other regulators;

9.   Providing for review of the Company's quarterly earnings releases by the
     Chairman, or his designee, and reviewing the Company's annual fiscal year
     earnings release in a meeting of the full Audit Committee before such
     releases are made public;

10.  Through the internal audit process and the outside auditor, reviewing the
     adequacy of the Company's systems of internal control;

11.  Obtaining from the outside auditor and internal auditors their
     recommendations regarding internal controls and other matters relating to
     the accounting procedures and the books and records of the Company and its
     subsidiaries and reviewing the correction of controls deemed to be
     deficient;

12.  Providing an independent, direct communication between the Board of
     Directors, internal auditors and outside auditor;

13.  Reporting through its Chairman to the Board of Directors following the
     meetings of the Audit Committee such recommendations as the committee deems
     appropriate;

14.  Maintaining minutes or other records of meetings and activities of the
     Audit Committee;

15.  Conducting or authorizing investigations into any matters within the Audit
     Committee's scope of responsibilities, including retaining independent
     counsel, accountants, or others to assist it in the conduct of any
     investigation;


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16.  Considering such other matters in relation to the financial affairs of the
     Company and its accounts, and in relation to the internal and external
     audit of the Company as the Audit Committee may, in its discretion,
     determine to be advisable;

17.  Meeting with the director of internal auditing, the independent accountant,
     and management in separate executive sessions to discuss any matters that
     the committee or these groups believe should be discussed privately with
     the Audit Committee;

It is RESOLVED, that the membership of the Audit Committee shall consist of at
least three independent members of the Board of Directors who shall serve at the
pleasure of the Board of Directors. Audit committee members and the committee
chairman shall be designated by the full Board of Directors upon the
recommendation of the nominating committee. All members of the Audit Committee
shall be financially literate and have a familiarity with basic finance and
accounting practices and at least one member of the committee shall have
accounting or related financial management expertise.

It is RESOLVED, that each member of the Audit Committee shall be independent,
meaning that no such member shall have any relationship that may interfere with
the exercise of his or her independence from management and the Company. In
addition, the following restrictions shall apply to each Audit Committee member:

1.   Employees. A director who is an employee (including non-employee executive
     officers) of the Company or any of its affiliates may not serve on the
     Audit Committee until three years following the termination of his or her
     employment. In the event the employment relationship is with a former
     parent or predecessor of the Company, the director could serve on the Audit
     Committee after three years following the termination of the relationship
     between the Company and the former parent or predecessor.

2.   Business Relationship. A director (i) who is a partner, controlling
     shareholder, or executive officer of an organization that has a business
     relationship with the Company, or (ii) who has a direct business
     relationship with the Company (e.g., a consultant) may serve on the Audit
     Committee only if the Company's Board of Directors determines in its
     business judgment that the relationship does not interfere with the
     director's exercise of independent judgment. In making a determination
     regarding the independence of a director pursuant to this paragraph, the
     Board of Directors should consider, among other things, the materiality of
     the relationship to the Company, to the director, and, if applicable, to
     the organization with which the director is affiliated.

3.   Cross Compensation Committee Link. A director who is employed as an
     executive of another corporation where any of the Company's executives
     serves on that corporation's compensation committee may not serve on the
     Audit Committee.

4.   Immediate Family. A director who is an Immediate Family member of an
     individual who is an executive officer of the Company or any of its
     affiliates cannot serve on the Audit Committee until three years following
     the termination of such employment relationship. See definition of
     "Immediate Family."


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         The following definitions shall apply in 1 through 4 above:

         "Affiliate" includes a subsidiary, sibling company, predecessor, parent
         company, or former parent company.

         "Business relationships" can include commercial, industrial, banking,
         consulting, legal, accounting and other relationships. A director can
         have this relationship directly with the Company, or the director can
         be a partner, officer or employee of an organization that has such a
         relationship. The director may serve on the Audit Committee without the
         above-referenced Board of Directors' determination after three years
         following the termination of, as applicable, either (1) the
         relationship between the organization with which the director is
         affiliated and the Company, (2) the relationship between the director
         and his or her partnership status, shareholder interest or executive
         officer position, or (3) the direct business relationship between the
         director and the Company.

         "Immediate Family" includes a person's spouse, parents, children,
         siblings, mothers-in-law and fathers-in-law, sons and daughters-in-law,
         brothers and sisters-in-law, and anyone (other than employees) who
         shares such person's home.

         "Officer" shall have the meaning specified in Rule 16a-l(f) under the
         Securities Exchange Act of 1934 or any successor rule.



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