8-K

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

     PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

        Date of Report (Date of earliest event reported): July 31, 2003


                                VERITAS DGC INC.
             (Exact name of Registrant as specified in its charter)







           Delaware                       001-7427               76-0343152
(State or other jurisdiction of   (Commission File Number)    (I.R.S. Employer
incorporation or organization)                               Identification No.)




                                10300 Town Park
                              Houston, Texas 77072
              (Address of principal executive offices) (Zip code)

                                 (832) 351-8300
              (Registrant's telephone number including area code)






ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS


     (c) Exhibits

              99.1  Press Release of Veritas DGC Inc. dated as of July 31, 2003.


ITEM 12.  RESULTS OF OPERATIONS AND FINANCIAL CONDITION

         The information contained in this current report, including the
exhibits attached hereto, shall not be deemed "filed" for the purposes of
Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be
deemed incorporated by reference into any registration statement or other
filing pursuant to the Securities Act of 1933, as amended, except as otherwise
expressly stated in such filing.

         On July 31, 2003, the registrant issued a press release, which is
attached as Exhibit 99.1.






                                   SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.



                                           Veritas DGC Inc.



         July 31, 2003                 By:  /S/ Matthew D. Fitzgerald
- ------------------------------            ----------------------------------
               Date                       Matthew D. Fitzgerald
                                          Executive Vice President,
                                          Chief Financial Officer and Treasurer





                              INDEX TO EXHIBITS


Exhibit No.      Description
- -----------      -----------
   99.1          Press Release of Veritas DGC Inc. dated as of July 31, 2003.

EX-99.1

                            [VERITAS DGC INC. LOGO]

              VERITAS DGC INC. EXPECTS LOSS FOR ITS FOURTH QUARTER


HOUSTON, TEXAS - JULY 31, 2003 - Veritas DGC Inc. (NYSE & TSE: VTS) announced
today that it expects to report a net loss for its fourth fiscal quarter ended
July 31, 2003, well below consensus estimates of $0.20 per share. The net loss
was attributed to three factors: a) slow multi-client sales caused by delays in
several major contracts; b) loss from the recently announced sale of the (RC)2
software business; and c) the potential write-offs of deferred tax assets
related to the previous two items. Even excluding the (RC)2 loss and tax
charges, the Company expects an operating loss for the quarter.

CEO, Dave Robson, commented, "We are obviously disappointed with this quarter's
financial results. While our underlying businesses remain healthy, we continue
to be plagued by slow multi-client sales. While customer interest remains high,
we are becoming increasingly frustrated by the lack of spending among major E&P
companies for exploration projects. While we continue to believe this will turn
around in the future, there is no clear visibility on when this will
materialize." Robson continued, "Because we are still firming up the results
for the quarter, we are unable to give an estimate of the expected loss at this
time. We will provide further details in our quarterly earnings release on
September 3rd.

The Company will release financial and operating results for its fiscal year
2003 fourth quarter and fiscal year ended July 31, 2003, on Wednesday,
September 3rd, after the market closes.

The Company's customary conference call will be the following day, Thursday,
September 4th, at 9:00 a.m. EST. Following a brief presentation, participants
will have the opportunity to ask questions. The dial-in number to participate
is 800-218-0204. Should you have difficulty with the aforementioned "800"
number, phone 303-262-2141 to be connected toll free.

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 Veritas'
periodic filings with the SEC, including its Annual Reports on Form 10-K, 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. Veritas is under no obligation to (and expressly
disclaims any such obligation to) update or alter its forward-looking
statements whether as a result of new information, future events or otherwise.

Veritas DGC Inc., headquartered in Houston, Texas, is a leading provider of
integrated geological and reservoir technologies to the petroleum industry
worldwide.

For additional information regarding Veritas DGC Inc., please visit its website
at www.veritasdgc.com or contact:

 Mindy Ingle, Investor Relations                                 (832) 351-8821
 Matt Fitzgerald, Executive Vice President, Chief Financial Officer & Treasurer


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