Ownership Submission
FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  Miller William John
2. Date of Event Requiring Statement (Month/Day/Year)
07/22/2010
3. Issuer Name and Ticker or Trading Symbol
VEECO INSTRUMENTS INC [VECO]
(Last)
(First)
(Middle)
VEECO INSTRUMENTS INC., TERMINAL DRIVE
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
EVP Compound Semi
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

PLAINVIEW, NY 11803
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 25,139 (1)
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Stock option granted 12/1/03 04/12/2005(3) 11/30/2010 Common stock 2,500 $ 29.5 D  
Stock option granted 6/8/07   (2) 06/07/2014 Common stock 1,000 $ 18.11 D  
Stock option granted 11/9/07   (2) 11/08/2014 Common stock 3,334 $ 16.37 D  
Stock option granted 6/12/08   (2) 06/11/2015 Common stock 11,667 $ 17.48 D  
Stock option granted 5/18/09   (2) 05/17/2016 Common stock 20,000 $ 8.82 D  
Stock option granted 6/29/09   (2) 06/28/2016 Common stock 13,334 $ 12.36 D  
Stock option granted 6/11/10   (2) 06/10/2020 Common stock 41,000 $ 34.13 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Miller William John
VEECO INSTRUMENTS INC.
TERMINAL DRIVE
PLAINVIEW, NY 11803
      EVP Compound Semi  

Signatures

Gregory A. Robbins, Attorney-in-fact 08/02/2010
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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).
(1) The Amount of Securities Beneficially Owned consists of the following: 2,971 shares owned without restriction; 3,334 shares of restricted stock granted 11/9/07, half of which vests on the 3rd and 4th anniversaries of the date of grant; 4,500 shares of restricted stock granted 6/12/08, which vest on 6/12/13; 7,334 shares of restricted stock granted 5/18/09, half of which vests on the 2nd and 3rd anniversaries of the date of grant; and 7,000 shares of a restricted stock granted 6/11/10, one-third of which vests on the 2nd, 3rd and 4th anniversaries of the date of grant.
(2) The option becomes exercisable in 33 1/3% increments on the first, second and third anniversaries of the date grant.
(3) This option was originally set to vest in 33 1/3% increments on the first, second and third anniversaries of the date of grant. On 4/12/05, the Compensation Committee of Veeco's Board of Directors approved the acceleration of vesting of unvested stock options granted prior to 9/1/04 having an exercise price greater than $15.26, the closing price of Veeco's common stock on the last trading day before the Committee approved the acceleration. As a result, all of these options become exercisable on 4/12/05.

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