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: PEELER JOHN R (Director, CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-05-18	Common Stock	F	8204	$51.64	Disposed	130603	Direct
2011-05-18	Common Stock	M	58333	$17.48	Acquired	188936	Direct
2011-05-18	Common Stock	S	58333	$54.9713	Disposed	130603	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-05-18	Stock Option (right to purchase)	$17.48	M	58333	Disposed	2015-06-11	common stock (58333)	Direct

Footnotes

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

F2: Represents securities sold pursuant to a 10b5-1 sales plan adopted by the reporting person.

F3: Reflects weighted average sale price. Actual sale prices ranged from $54.80 to $55.77 per share. The reporting person undertakes to provide, upon the request of the SEC staff, the issuer or any security holder of the issuer, full information regarding the number of shares sold at each separate price.

F4: The option was granted on June 12, 2008 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.