DIGICON INC
8-A12B, 1996-08-16
OIL & GAS FIELD EXPLORATION SERVICES
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                             ----------------------

                                    FORM 8-A

               FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                    PURSUANT TO SECTION 12(b) OR (g) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

                             ----------------------

                                VERITAS DGC INC.
             (Exact name of registrant as specified in its charter)


        DELAWARE                     1-7427                     76-0343152
(STATE OF INCORPORATION)     (COMMISSION FILE NUMBER)          (IRS EMPLOYER 
                                                             IDENTIFICATION NO.)


                                3701 KIRBY DRIVE
                              HOUSTON, TEXAS 77098
                    (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

                                  713/526-5611
              (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)

                                  DIGICON INC.
         (FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)

                             ----------------------

       Securities to be registered pursuant to Section 12(b) of the Act:

                                                Name of Each Exchange on Which
Title of Each class to be Registered               Class is to be Registered
           COMMON STOCK                             NEW YORK STOCK EXCHANGE

        If this Form relates to the registration of a class of debt securities 
and is effective upon filing pursuant to General Instruction A.(c)(1), please 
check the following box.

        If this Form relates to the registration of a class of debt securities
and is to become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A.(c)(2), please check the following box.

       Securities to be registered pursuant to Section 12(g) of the Act:


                                      NONE
                                (TITLE OF CLASS)
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ITEM 1.  DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED

        For a description of the common stock, par value $.01 per share, see
"The Companies After the Transaction -- Digicon Capital Stock -- Digicon New
Common Stock" contained in the Joint Management Information Circular and 
Proxy Statement, (No. 000-04160) filed by the Registrant with the Securities
and Exchange Commission under the Securities Exchange Act of 1934. Such 
description is incorporated herein by reference.

ITEM 2.  EXHIBITS

        Not Applicable.

                                   SIGNATURE

        Pursuant to the requirements of Section 12 the Securities Exchange Act
of 1934, the registrant has duly caused this registration statement to be signed
on its behalf by the undersigned thereunto duly authorized.

Date: August 14, 1996


                                         VERITAS DGC INC.



                                         By:   /s/  Richard W. McNairy
                                             ------------------------------
                                                    Richard W. McNairy,
                                              Vice President and Principal
                                                     Financial Officer


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