EXHIBIT 99.1


[PGS LOGO]                                                        [VERITAS LOGO]



                     VERITAS DGC AND PETROLEUM GEO-SERVICES
                    SIGN SECOND AMENDMENT TO MERGER AGREEMENT


HOUSTON, TX AND OSLO, NORWAY - JULY 22, 2002 - Veritas DGC Inc. ("Veritas")
(NYSE & TSE: VTS) and Petroleum Geo-Services ASA ("PGS") (NYSE: PGO, OSE: PGS)
today announced that the two companies have signed an amendment to their pending
merger agreement to combine the two companies. Veritas and PGS said that as a
result of receiving notification from the staff of the Securities and Exchange
Commission ("SEC") that the Form S-4 registration statement and proxy statement
for the transaction would not be reviewed, the parties agreed to postpone a five
business day period during which either side could terminate the transaction
from a period tied to finalizing the SEC review and comment process to the five
business days ending August 15, 2002.

The amendment announced today relates to the parties' right to terminate the
transaction upon a payment of $7.5 million, if one of the following events has
not occurred: a) sale of the Atlantis subsidiary for at least $195 million; or
b) receipt of a commitment for the placement or sale of equity or equity-linked
securities that will yield proceeds to the new company of at least $200 million;
or c) sale by PGS of other assets for at least $200 million, or d) a combination
of equity commitments or asset sales of at least $200 million. Consequently, if
neither party elects to exercise its termination right, the transaction will
proceed even though none of the above events has occurred. In that case, the
mailing of the relevant disclosure materials to the shareholders of Veritas and
PGS would be made shortly after August 15, 2002. The transaction remains
conditioned upon, among other things, the approval of a majority of Veritas
shareholders, listing of the new holding company's shares on the NYSE and
customary regulatory approvals, most of which have already been obtained. The
transaction also requires 90 percent of PGS shareholders to exchange their
shares for the new holding company's shares.

Commenting on the amendment, CEOs Dave Robson of Veritas and Reidar Michaelson
of PGS, "While we are pleased with the SEC's early response, the companies have
not yet had adequate time to explore the availability to the combined company of
additional financial resources. To this end, we are currently evaluating several
financing alternatives. While we have made great progress thus far, we have not
finalized our plans. Therefore, both managements felt it prudent to extend the
decision period until August. We remain convinced that the industrial logic
behind this combination is extremely positive to both our companies."

Veritas DGC Inc. offers the oil and gas industry a comprehensive suite of
integrated geophysical services designed to manage exploration risk and enhance
drilling and production success worldwide. These




services include seismic data acquisition in all environments, data processing,
data visualization, data interpretation, reservoir characterization, and
extensive non-exclusive seismic data library surveys worldwide. With over 36
years of operating experience, Veritas is one of the world's leading providers
of advanced geophysical technologies.

Petroleum Geo-Services is a technologically focused oilfield service company
principally involved in two businesses: Geophysical Operations and Production
Operations. PGS acquires, processes and markets 3D, time-lapse and
multi-component seismic data. This data is used by oil and gas companies in the
exploration for new reserves, the development of existing reservoirs, and the
management of producing oil and gas fields. PGS' advanced geophysical
technologies allow oil and gas companies to better characterize and monitor
their reservoirs in order to enhance production and ultimate recovery of
hydrocarbons. In its Production Operations business, PGS owns four floating
production, storage and offloading systems ("FPSOs") and operates numerous
offshore production facilities for oil and gas companies. FPSOs permit oil and
gas companies to produce from offshore fields more quickly and cost effectively.
PGS operates on a worldwide basis with headquarters in Oslo, Norway and Houston,
Texas.

In connection with the proposed combination transaction, Veritas and a newly
formed holding company will file a proxy statement/prospectus with the
Securities and Exchange Commission (the "SEC"), and with respect to the proposed
exchange offer for PGS shares, Veritas and the new holding company will file a
Tender Offer Statement on Schedule TO, which will include a related prospectus,
and PGS will file a Solicitation/Recommendation Statement on Schedule 14D-9.
INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THESE DOCUMENTS, WHEN THEY
BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and
security holders may obtain a free copy of these documents (when they are
available) and other documents filed by Veritas, PGS and the holding company
with the SEC at the SEC's web site at www.sec.gov. The proxy
statement/prospectus, the tender offer statement and solicitation/recommendation
statement (when they are available) and these other documents may also be
obtained for free from Veritas or PGS by calling Veritas at (832) 351-8821 or
PGS at (281) 589-7935.

This press release contains forward-looking statements within the meaning of the
"safe harbor" provisions of the Private Securities Litigation Reform Act of
1995. These statements are based on management's current expectations and
beliefs and are subject to a number of factors and uncertainties that could
cause actual results to differ materially from those described in the
forward-looking statements. These statements are not guarantees of future
performance, involve certain risks, uncertainties, and assumptions that are
difficult to predict, and are based upon assumptions as to future events that
may not prove accurate. Therefore, actual outcomes and results may differ
materially from what is expressed herein. Factors discussed in PGS' and
Veritas's periodic filings with the SEC, including their Annual Reports on Form
20-F (PGS) or Form 10-K (Veritas), PGS' most recent Reports on Form 6-K and
Veritas' most recent Quarterly Reports on Form 10-Q and Current Reports on Form
8-K, could cause actual results to differ materially from those described in the
forward-looking statements. PGS and Veritas are under no obligation to (and
expressly disclaim any such obligation to) update or alter their forward-looking
statements whether as a result of new information, future events or otherwise.

                                      # # #

PGS CONTACTS:
J. Chris Boswell, SVP & CFO
Sam R. Morrow, SVP Finance & Treasurer
Phone:  281-589-7935

Dag W. Reynolds, Director European IR
Phone:  +47 67 52 66 00

VERITAS CONTACTS:
Matthew Fitzgerald, SVP, CFO and Treasurer
Rene VandenBrand, VP Business Development
Mindy Ingle, Investor Relations
Phone: 832-351-8821