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 *
  Oates Robert P
2. Date of Event Requiring Statement (Month/Day/Year)
07/21/2005
3. Issuer Name and Ticker or Trading Symbol
VEECO INSTRUMENTS INC [VECO]
(Last)
(First)
(Middle)
VEECO INSTRUMENTS INC., 100 SUNNYSIDE BOULEVARD, SUITE B
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
SR VP/GM Ion Beam Grp.
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

WOODBURY, NY 11797
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, $.01 par value 1,785
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 6/15/1998   (1) 06/14/2008 Common stock 3,334 $ 24 D  
Stock option granted 6/23/1999   (1) 06/22/2009 Common stock 5,334 $ 29.81 D  
Stock option granted 5/23/2000   (1) 05/22/2007 Common stock 8,000 $ 43.75 D  
Stock option granted 4/1/2003   (1)(2) 03/31/2005 Common stock 10,000 $ 15.48 D  
Stock option granted 7/28/04   (1)(2) 07/27/2011 Common stock 30,000 $ 21.36 D  
Stock option granted 9/15/04   (1) 09/14/2011 Common stock 15,000 $ 21.84 D  
Stock option granted 6/17/05   (3) 06/16/2012 Common stock 30,000 $ 16.56 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Oates Robert P
VEECO INSTRUMENTS INC.
100 SUNNYSIDE BOULEVARD, SUITE B
WOODBURY, NY 11797
      SR VP/GM Ion Beam Grp.  

Signatures

Gregory A. Robbins, Attorney-in-fact 08/01/2005
**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) Option becomes exercisable in 33 1/3% increments on the first, second and third anniversaries of the grant date.
(2) 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 became immediately exerciseable.
(3) 100% of this option grant is exercisable on 12/17/05, the six-month anniversary of the date of the option grant. Shares underlying the option are restricted from transfer, with the restriction lapsing on the second anniversary of the date of the option grant (6/17/07).

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