SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

THIELEN VINCENT M

(Last)

(First)

(Middle)

10300 TOWN PARK DRIVE

(Street)

HOUSTON

77072

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
VERITAS DGC INC [ VTS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	VP & Corp. Controller

3. Date of Earliest Transaction (Month/Day/Year)
06/30/2005

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	06/30/2005		M		2,101	A	$10.71	2,101	D
Common Stock	06/30/2005		M		7,185	A	$10.96	9,286	D
Common Stock	06/30/2005		M		6,000	A	$7.95	15,286	D
Common Stock	06/30/2005		M		6,200	A	$11.19	21,486	D
Common Stock	06/30/2005		S		21,486	D	$27.5	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Options	$10.71	06/30/2005		M			2,101	⁽¹⁾	03/11/2009	Common	2,101	$10.71	0	D
Stock Option	$10.96	06/30/2005		M			7,185	⁽²⁾	08/06/2007	Common	7,185	$10.96	2,395	D
Stock Option	$7.95	06/30/2005		M			6,000	⁽³⁾	03/03/2008	Common	6,000	$7.95	2,000	D
Stock Option	$11.19	06/30/2005		M			6,200	⁽⁴⁾	01/06/2009	Common	6,200	$11.19	6,200	D

Explanation of Responses:

1. 2,101 options became exercisable on 3/11/2002.

2. 2,395 options became exerciseable on each the following dates 8/6/2002, 8/6/2003 and 8/6/2004. An additional 2,395 options become exerciseable on 8/6/2005.

3. 2,000 options became exerciseable on each of the following dates 3/3/2003; 3/3/2004 and 3/3/2005. An additional 2,000 options become exerciseable on 3/3/2006.

4. 3,100 options became exerciseable on each of the following dates 1/6/2004 and 1/6/2005. An additional 3,100 options become exerciseable on each of the following dates 1/6/2006 and 1/6/2007.

	Vincent M. Thielen	07/01/2005
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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