8-K

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UNITED STATES
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): September 1, 2004

Veritas DGC Inc.(Exact Name of Registrant as Specified in Its Charter)

Delaware (State or Other Jurisdiction of Incorporation)

1-7427 (Commission File Number)	76-0343152 (I.R.S. Employer Identification No.)
10300 Town Park Houston, Texas (Address of Principal Executive Offices)	77072 (Zip Code)

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02. Results of Operations and Financial Condition.

        On September 1, 2004, Registrant issued a press release that it will delay its earnings release and related teleconference previously scheduled for September 2, 2004. Registrant also announced in the press release its expected range of earnings per share for the fourth quarter. A copy of the press release is attached as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits

(c)

Exhibit

Exhibit No.	Description
99.1	Press release issued September 1, 2004

        THE INFORMATION CONTAINED IN THIS CURRENT REPORT, INCLUDING THE EXHIBIT ATTACHED HERETO, SHALL NOT BE DEEMED "FILED" FOR THE PURPOSES OF SECTION 18 OF THE SECURITIES AND 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.

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 hereunto duly authorized.

		VERITAS DGC INC.
Date:	September 2, 2004	By:	/s/ LARRY WORDEN
		Name:	Larry Worden
		Title:	Vice President, General Counsel and Secretary

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press release issued September 1, 2004

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Item 2.02. Results of Operations and Financial Condition.
Item 9.01 Financial Statements and Exhibits

SIGNATURES
EXHIBIT INDEX

EX-99.1

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Exhibit 99.1

Veritas DGC Inc.
Delays Fourth Quarter Earnings Release

HOUSTON—September 1, 2004—Veritas DGC Inc. (NYSE & TSX: VTS) announced today that it will delay its earnings release and related teleconference previously scheduled for September 2, 2004.

In the process of completing the review of its fourth quarter results, the company identified on its balance sheet approximately $1.2 million related to the depreciation of certain equipment placed in service more than five years ago which may not have been accounted for properly. The company is currently working to evaluate the correct treatment of the amount and has not yet completed its procedures with respect to its fourth quarter and fiscal 2004 financial results. The company cautions that its review of this matter is ongoing and additional adjustments may result from its review. The company will announce the new date of its earnings release and teleconference at a later time.

The company stated that it expects that its earnings per share for the fourth quarter will be in the range of $0.08 to $0.10 per fully diluted common share. This expected range of earnings includes the effect of recording, in the fourth quarter, management's current estimate of the earnings impact of the depreciation issue and is based upon the procedures completed to date but does not take into account the potential effect of any other adjustments that could occur as a result of completion of the company's procedures or the audit by its independent auditors.

Thierry Pilenko, Chairman and CEO said, "Although our multi-client business performed well during the fourth quarter, our results will reflect a difficult quarter in our contract business caused primarily by unfavorable weather conditions."

This press release contains forward-looking statements within the meaning 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 as well as the effects of the company's ongoing internal review of its financial results, 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 geophysical, 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
Mark E. Baldwin, Executive Vice President,     Chief Financial Officer & Treasurer

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Exhibit 99.1