8-K

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):  January 16, 2006

Veritas DGC Inc.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

(State or Other Jurisdiction of Incorporation)

1-7427	76-0343152
(Commission File Number)	(I.R.S. Employer Identification No.)
10300 Town Park Drive
Houston, Texas	77072
(Address of Principal Executive Offices)	(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 8.01.              Other Events.

On January 16, 2006, Veritas DGC Inc. (the “Registrant”) issued a press release reporting that its subsidiary, Veritas Energy Services Inc., an Alberta corporation, has accelerated the automatic redemption date of Veritas Energy Services’ exchangeable shares and its class A exchangeable shares, series 1 to May 16, 2006, and that the Registrant has exercised its right to redeem both classes of Veritas Energy Services exchangeable shares.  A copy of the press release is attached as Exhibit 99.1.

On May 16, 2006, the anticipated closing date, each Veritas Energy Services exchangeable share of both classes then outstanding will be exchanged on a one-for-one basis for the Registrant’s common stock, $.01 par value.  At the close of business on January 12, 2006, there were 12,553 exchangeable shares and 79,091 class A exchangeable shares, series 1 which are subject to redemption.  All other exchangeable shares of both classes of Veritas Energy Services have previously been exchanged by the holders thereof on a voluntary basis.  Following the redemption on May 16, the Registrant will own all of the issued and outstanding capital stock of Veritas Energy Services.

The original exchangeable shares were issued by Veritas Energy Services in connection with the business combination of the Registrant and Veritas Energy Services in 1996.  The remaining exchangeable shares, the class A exchangeable shares, series 1, were issued by Veritas Energy Services in connection with its acquisition of Enertec Resource Services Inc. in 1999.  Since their original issuance, both classes of exchangeable shares have been exchangeable on a one-for-one basis for one share of the Registrant’s common stock and, by means of a class of special voting shares, holders of exchangeable shares have voting rights virtually identical to holders of the Registrant’s common stock on matters on which the Registrant’s shareholders are entitled to vote.  Since they were issued, the Registrant has included the exchangeable shares in its reported number of shares outstanding.

Commencing on January 16, 2006, a notice in the form attached as Exhibit 99.2 is being sent to each holder of record of Veritas Energy Services exchangeable shares of both classes.

Item 9.01               Financial Statements and Exhibits

(c)           Exhibit

Exhibit No.	Description
99.1	Press release issued January 16, 2006
99.2	Form of Notice to Holders of Exchangeable Shares

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:	January 18, 2006	By:	/s/ LARRY L. WORDEN
		Name:	Larry L. Worden
		Title:	Vice President, General Counsel and
			Secretary

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press release issued January 16, 2006
99.2	Form of Notice to Holders of Exchangeable Shares

EX-99.1

Exhibit 99.1

VERITAS DGC INC. AND VERITAS ENERGY SERVICES INC.

ANNOUNCE REDEMPTION OF EXCHANGEABLE SHARES

Houston, Texas and Calgary, Alberta – January 16, 2006 – Veritas DGC Inc. (NYSE & TSX: VTS) and its subsidiary, Veritas Energy Services Inc. (TSX: VER, VER.A) announced today that Veritas Energy Services has accelerated the automatic redemption date of its exchangeable shares and its class A exchangeable shares, series 1 to May 16, 2006, and that Veritas DGC has exercised its right to redeem both classes of Veritas Energy Services exchangeable shares. On May 16, 2006, the closing date, each exchangeable share of both classes then outstanding will be exchanged on a one-for-one basis for Veritas DGC shares.  At the close of business on January 12, 2006, there were 12,553 exchangeable shares and 79,091 class A exchangeable shares, series 1 which are subject to redemption.  All other Veritas Energy Services shares have previously been exchanged.  Following the redemption on May 16, Veritas DGC will own all of the issued and outstanding shares of Veritas Energy Services.

The original exchangeable shares were issued by Veritas Energy Services in connection with the business combination of Veritas DGC and Veritas Energy Services in 1996.  The remaining exchangeable shares, the class A exchangeable shares, series 1, were issued by Veritas Energy Services in connection with its acquisition of Enertec Resource Services Inc. in 1999.  Since their original issuance, both classes of exchangeable shares have been exchangeable on a one-for-one basis for one share of Veritas DGC common stock and, by means of a class of special voting shares, holders of exchangeable shares have voting rights virtually identical to holders of Veritas DGC common stock on matters on which Veritas DGC shareholders are entitled to vote.  Since they were issued, Veritas DGC has included the exchangeable shares in its reported number of shares outstanding.

Veritas Energy Services will, in the next few days, mail to each holder of its exchangeable shares a notice with further information concerning the method by which the shares will be exchanged.

Veritas DGC cautions that statements in this release may constitute forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995.  These include statements as to expectations, beliefs and future financial performance, such as statements regarding its business prospects.  All of these are based on current information and expectations that are subject to a number of risks, uncertainties and assumptions.  These risks and uncertainties are more fully described in Veritas DGC’s reports filed with the U.S. Securities and Exchange Commission.  Should one or more of these risks or uncertainties materialize, or should the assumptions prove incorrect, actual results may vary in material respect from those currently anticipated.

Veritas DGC Inc., headquartered in Houston, Texas, is a leading provider of integrated geophysical information and services to the petroleum industry worldwide.

For additional information, please contact:

Mindy Ingle, Investor Relations

EX-99.2

Exhibit 99.2

VERITAS ENERGY SERVICES INC.

NOTICE TO HOLDERS OF EXCHANGEABLE SHARES

Please be advised that the Board of Directors of Veritas Energy Services Inc. (“VESI”) has resolved, in accordance with VESI’s Articles of Amalgamation (“Articles”) to:

(a)           accelerate the “Automatic Redemption Date” of VESI’s Exchangeable Shares to May 16, 2006; and

(b)           accelerate the “Automatic Redemption Date” of VESI’s Class A Exchangeable Shares Series 1 to May 16, 2006.

Veritas DGC Inc. (“DGC”) has exercised its overriding redemption call right with respect to both Exchangeable Shares and Class A Exchangeable Shares Series 1 pursuant to the Articles by way of notice to VESI and CIBC Mellon Trust Company dated January 16, 2006.

As a consequence of the triggering of an automatic redemption date and the exercise by DGC of its overriding redemption call right, on May 16, 2006 (the “Automatic Redemption Date”) DGC will purchase and the holders of Exchangeable Shares and Class A Exchangeable Shares Series 1 will sell all of the Exchangeable Shares and Class A Exchangeable Shares Series 1 then outstanding to DGC in exchange for common stock of DGC, on a one-for-one basis.

Provided DGC deposits with CIBC Mellon Trust Company, on or before the Automatic Redemption Date, the aggregate number of shares of DGC common stock representing the total number of Exchangeable Shares and Class A Exchangeable Shares Series 1 outstanding (other than those Exchangeable Shares and Class A Exchangeable Shares Series 1 held by DGC), on and after the Automatic Redemption Date, the rights of each holder of Exchangeable Shares and Class A Exchangeable Shares Series 1 will be limited to receiving such holder’s proportionate part of that share consideration payable by DGC upon presentation and surrender by the holder of certificates representing the Exchangeable Shares and Class A Exchangeable Shares Series 1 held by such holder and the holder shall on and after the Automatic Redemption Date be considered and deemed for all purposes to no longer be a holder of Exchangeable Shares or Class A Exchangeable Shares Series 1 and shall instead be deemed for all purposes to be the holder of DGC common stock to be delivered to such holder.

On the Automatic Redemption Date, holders of Exchangeable Shares and Class A Exchangeable Shares Series 1 on record at VESI will receive a letter of transmittal requesting that the holders of Exchangeable Shares and Class A Exchangeable Shares Series 1 return the certificates representing the Exchangeable Shares and Class A Exchangeable Shares Series 1 held by such holders together with the duly contemplated letter of transmittal to CIBC Mellon Trust Company, together with such other documents and instruments as may be required to effect a transfer of Exchangeable Shares and Class A Exchangeable Shares Series 1 under the Business Corporations Act (Alberta) and the bylaws of VESI and such additional documents and instruments as CIBC Mellon Trust Company may reasonably require. Upon receipt of such surrendered certificates and duly completed letter of transmittal, the holders of such surrendered certificates will be provided with certificates representing the DGC common stock to which they are entitled pursuant to the directions contained in the letters of transmittal.

Inquiries may be made to:

Vertias DGC Inc. 10300 Town Park Houston, Texas 77072-5326 Attention: Larry Worden Corporate Secretary Telephone: (832) 351-8534	CIBC Mellon Trust Company 320 Bay Street, 3rd Floor Commerce Court West Toronto, Ontario M5H 4A6 Attention: Investor Correspondence Telephone: 1-800-387-0825
Electronic: larry_worden@veritasdgc.com	Electronic: inquiries@cibcmellon.com

Dated this 16th day of January, 2006.
	VERITAS ENERGY SERVICES INC.
	Per:	“Susan Stewart”