VEECO INSTRUMENTS INC — Director's Dealing 2011

May 20, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: VEECO INSTRUMENTS INC (VECO)
CIK: 0000103145
Period of Report: 2011-05-18

Reporting Person: KIERNAN JOHN P (SVP Finance & Corp. Controller)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-05-18	Common Stock	F	966	$51.64	Disposed	14638	Direct
2011-05-18	Common Stock	M	4583	$8.82	Acquired	19221	Direct
2011-05-18	Common Stock	S	4583	$51.83	Disposed	14638	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-05-18	Stock Option (right to purchase)	$8.82	M	4583	Disposed	2016-05-17	common stock (4583)	Direct

Footnotes

F1: Represents securities surrendered to Veeco to satisfy tax withholding obligations due upon the vesting of restricted stock.

F2: The option was granted on May 18, 2009 and became exercisable with respect to 1/3 of such shares on each of the first, second and third anniversaries of the date of grant.