Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN 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 *
PEELER JOHN R
   2. Issuer Name and Ticker or Trading Symbol
VEECO INSTRUMENTS INC [VECO] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
CEO
(Last)
(First)
(Middle)
VEECO INSTRUMENTS INC., TERMINAL DRIVE		 3. Date of Earliest Transaction (Month/Day/Year)
06/11/2010
(Street)

PLAINVIEW, NY 11803		 4. If Amendment, Date Original Filed(Month/Day/Year)
06/15/2010		 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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 06/14/2010   F   7,704 (1) D $ 35.21 163,417 D  

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Purchase) $ 34.13 06/11/2010   A   84,400     (2) 06/10/2020 common stock 84,400 $ 34.13 84,400 D  
Restricted Stock Unit (3) $ 0 06/11/2010   A   10,500     (3)   (3) common stock 10,500 $ 0 10,500 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
PEELER JOHN R
VEECO INSTRUMENTS INC.
TERMINAL DRIVE
PLAINVIEW, NY 11803		   X     CEO  

Signatures

 Gregory A. Robbins, Attorney-in-fact   04/22/2011
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(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) Represents securities surrendered to Veeco to satisfy tax withholding obligations due upon the vesting of restricted stock. This transaction was inadvertantly omitted from the original filing. The addition of this transaction and clarification of footnote (3) below are the only changes to this report. The balance of the report is unchanged.
(2) The option will become exercisable with respect to 1/3 of such shares on each of the first, second and third anniversaries of the date of grant.
(3) Reflects an award of performance restricted stock units granted under the Veeco Instruments Inc. 2010 Stock Incentive Plan. Each performance restricted stock unit represents a contingent right to receive one share of Veeco common stock. Vesting of the award is conditioned on the achievement of certain performance criteria. If the designated performance criteria is met, then one third of these awards will vest on the date on which the performance criteria is determined to have been met and one third will vest on each of the first and second anniversaries of such date. Vested shares will be delivered to the reporting person on the date of vesting. (footnote amended to clarify timing of vesting)

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