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

FORM 144

NOTICE OF PROPOSED SALE OF SECURITIES
PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933		  
                      SEC USE ONLY                       
  DOCUMENT SEQUENCE NO.
  CUSIP NUMBER
  WORK LOCATION

ATTENTION:
 
Transmit for filing 3 copies of this form concurrently with either placing an order with a broker to execute sale or executing a sale directly with a market maker.
1 (a) NAME OF ISSUER (Please type or print)   (b) IRS IDENT. NO.   (c) S.E.C. FILE NO.

Veritas DGC Inc.
 
76-0343152
 
1.7427

 
 
 
 
 
 1 (d) ADDRESS OF ISSUER   STREET   CITY   STATE   ZIP CODE    (e) TELEPHONE NO.
10300 Town Park Dr.       Houston   TX   77072    AREA CODE
 832		    NUMBER
 351-8821

 
 
 
 
 
 
 
 
 
 
 
 
 
2 (a) NAME OF PERSON FOR WHOSE ACCOUNT THE SECURITIES ARE TO BE SOLD   (b) IRS IDENT. NO.   (c) RELATIONSHIP TO ISSUER   (d) ADDRESS    STREET   CITY   STATE   ZIP CODE

Stephen J. Ludlow
 
 
 
Vice Chairman
 
10300 Town Park Dr.
 
Houston
 
TX
 
77072

INSTRUCTION: The person filing this notice should contact the issuer to obtain the I.R.S. Identification Number and the S.E.C. File Number.

 3 (a)   (b)   SEC USE ONLY
   (c)   (d)   (e)   (f)   (g)
Title of the Class of Securities To Be Sold   Name and Address of Each Broker Through Whom the Securities are to be Offered or Each Market Maker who is Acquiring the Securities   Broker-Dealer File Number   Number of Shares or Other Units To Be Sold   Aggregate Market Value   Number of Shares or Other Units Outstanding   Approximate Date of Sale   Name of Each Securities Exchange
            (See instr. 3(c))   (See instr. 3(d))   (See instr. 3(e))   (See instr. 3(f))
(MO. DAY YR.)		   (See instr. 3(g))

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

Common
 
First Clearing, LLC
10700 Wheat First Drive
Post Office Box 6600
Glen Allen, Virginia 23058-6600
 
 
 
49,032
 
980,640
 
33,417,540
 
June 2004
 
NYSE

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
INSTRUCTIONS:            
1.   (a)   Name of issuer   3.   (a)   Title of the class of securities to be sold
    (b)   Issuer's I.R.S. Identification Number       (b)   Name and address of each broker through whom the securities
    (c)   Issuer's S.E.C. file number, if any           are intended to be sold
    (d)   Issuer's address, including zip code       (c)   Number of shares or other units to be sold (if debt securities,
    (e)   Issuer's telephone number, including area code           give the aggregate face amount)
                (d)   Aggregate market value of the securities to be sold as of a specified
2.   (a)   Name of person for whose account the securities           date within 10 days prior to the filing of this notice
        are to be sold       (e)   Number of shares or other units of the class outstanding,
    (b)   Such person's I.R.S. identification number,           or if debt securities the face amount thereof outstanding, as shown
        if such person is an entity           by the most recent report or statement published by the issuer
    (c)   Such person's relationship to the issuer (e.g., officer,       (f)   Approximate date on which the securities are to be sold
        director, 10% stockholder, or member of immediate       (g)   Name of each securities exchange, if any, on which the securities
        family of any of the foregoing)           are intended to be sold
    (d)   Such person's address, including zip code            

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

SEC 1174 (7-97)

TABLE I — SECURITIES TO BE SOLD
Furnish the following information with respect to the acquisition of the securities to be sold
and with respect to the payment of all or any part of the purchase price or other consideration therefor:


 
 
 
 
 
 
 
 
 
 
 
 
 
Title of the Class   Date you Acquired   Nature of Acquisition Transaction   Name of Person from Whom Acquired
 (If gift, also give date donor acquired)		   Amount of Securities Acquired   Date of Payment   Nature of Payment

 
 
 
 
 
 
 
 
 
 
 
 
 
Common       Stock Options granted on:
3-11-99
8-6-02
3-3-03
1-6-04		   Veritas DGC Inc.   49,032       CASH

 
 
 
 
 
 
 
 
 
 
 
 
 

 
 
 
 
 
 
 
 
 
 
 
 
 

 
 
 
 
 
 
 
 
 
 
 
 
 

 
 
 
 
 
 
 
 
 
 
 
 
 
INSTRUCTIONS:   1.   If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.   2.   If within two years after the acquisition of the securities the person for whose account they are to be sold had any short positions, put or other option to dispose of securities referred to in paragraph (d)(3) of Rule 144, furnish full information with respect thereto.

TABLE II — SECURITIES SOLD DURING THE PAST 3 MONTHS
Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.


Name and Address of Seller		  
Title of Securities Sold		   Date of Sale   Amount of Securities Sold  
Gross Proceeds

 
 
 
 
 
 
 
 
 
NONE                

 
 
 
 
 
 
 
 
 

 
 
 
 
 
 
 
 
 

 
 
 
 
 
 
 
 
 

 
 
 
 
 
 
 
 
 
REMARKS:    

 
 
 
INSTRUCTIONS:   ATTENTION:
See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.   The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed.

 
 
 
June 2, 2004
   /s/ Stephen J. Ludlow
DATE OF NOTICE   (SIGNATURE)

The notice shall be signed by the person for whose account the securities are to be sold. At least one copy of the notice shall be manually signed.
Any copies not manually signed shall bear typed or printed signatures.

ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)

SEC 1147 (7-97)