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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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SIGNATURES
EXHIBIT INDEX