UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. ___________)*
Veritas DGC Inc.
(Name of Issuer)
Common
(Title of Class of Securities)
92343P107
(CUSIP Number)
December 31, 2003
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
[X ] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided
in a prior cover page.
The information required in the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the
Notes).
CUSIP No. 92343P107
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities
only).
Donald Smith & Co., Inc.
13-2807845
2. Check the Appropriate Box if a Member of a Group (See
Instructions)
(a)
(b) [X]
3. SEC Use Only
..........................................................
4. Citizenship or Place of Organization
A Delaware Corporation
Number of 5. Sole Voting Power 1,951,000 shares
Shares
Beneficially 6. Shared Voting Power 0
Owned by
Each Reporting 7. Sole Dispositive Power 2,046,800
shares
Person With
8. Shared Dispositive Power 0
9.Aggregate Amount Beneficially Owned by Each Reporting Person
2,046,800 shares
10. Check if the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions)
11. Percent of Class Represented by Amount in Row (9) 6.4%
12. Type of Reporting Person (See Instructions) IA
Item 1.
(a) Name of Issuer: Veritas DGC Inc.
(b) Address of Issuer's Principal Executive Offices
10300 Town Park Dr.
Houston, TX 77072
Item 2.
(a) Name of Person Filing: Donald Smith & Co.,Inc.
(b) Address of Principal Business Office:
East 80 Route 4, Suite 360
Paramus, NJ 07652
(c) Citizenship: A Delaware Corporation
(d) Title of Class of Securities: Common
(e) CUSIP Number: 92343P107
Item 3. This statement is filed pursuant to Section 240.13d-
1(b), and the person filing is an investment advisor
registered in accordance with Section 240.13d-
1(b)(1)(ii)(E);
Item 4. Ownership.
Provide the following information regarding the aggregate number
and percentage of the class of securities of the issuer
identified in Item 1.
(a) Amount beneficially owned: SEE ITEM 9 OF COVER PAGE
(b) Percent of class: SEE ITEM 11 OF COVER
PAGE
(c) Number of shares as to which the person has:
(i) SOLE POWER TO VOTE: SEE ITEM 5 OF COVER
PAGE
(ii) SHARED POWER TO VOTE: SEE ITEM 6 OF COVER
PAGE
(iii) SOLE POWER TO DISPOSE: SEE ITEM 7 OF COVER
PAGE
(iv) SHARED POWER TO DISPOSE: SEE ITEM 8 OF COVER PAGE
Item 5. Ownership of Five Percent or Less is NOT APPLICABLE
Item 6. Ownership of More than Five Percent on Behalf of Another
Person:
All securities reported in this schedule are owned by
advisory clients of Donald Smith & Co., Inc., no one
of which, to the knowledge of Donald Smith & Co.,
Inc. owns more than 5% of the class.
Item 7. Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on By the
Parent Holding Company
NOT APPLICABLE
Item 8. Identification and Classification of Members of the
Group
NOT APPLICABLE
Item 9. Notice of Dissolution of Group
NOT APPLICABLE
Item 10.Certification
(a)
By signing below I certify that, to the best of my
knowledge and belief, the securities referred to above
were acquired and are held in the ordinary course of
business and were not acquired and are not held for the
purpose of or with the effect of changing or influencing
the control of the issuer of the securities and were not
acquired and are not held in connection with or as a
participant in any transaction having that purpose or
effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this
statement is true, complete and correct.
January 21, 2004__________
Date
Donald G. Smith___________
Signature
President_________________
Title