SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                 SCHEDULE 13D/A
                    UNDER THE SECURITIES EXCHANGE ACT OF 1934
                               (AMENDMENT NO. 2)*

                             VEECO INSTRUMENTS INC.
                                (NAME OF ISSUER)

                                  COMMON STOCK
                         (TITLE OF CLASS OF SECURITIES)

                                   922417-100
                                 (CUSIP NUMBER)

				VIRGIL ELINGS, Ph.D.
				4664 VIA CLARICE
				SANTA BARBARA, CA 93111
				(805) 683-8761
                  (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON
                AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS)

                                   COPIES TO:

				EDWARD H. BRAUN
			C/O VEECO INSTRUMENTS INC.
				TERMINAL DRIVE
				PLAINVIEW, NY 11803
				(516) 349-8300

                                SEPTEMBER 3, 1999
                          (DATE OF EVENT WHICH REQUIRES
                            FILING OF THIS STATEMENT)

If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is
filing this schedule because of "240.13d-1(e), 240.13d-1(f) or 240.13d-
1(g), check the following box [ ].

Note: Schedules filed in paper format shall include a signed original
and five copies of this schedule, including all exhibits. See ' 13d-7(b)
for other parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class
of securities, and for any subsequent amendment containing information
which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of
the Act (however, see the Notes).
						Page 1 of 4 Pages

                                   SCHEDULE 13D

- -  ---------------------------------------------------------------------
CUSIP No. 922 417-100

- - ---------------------------------------------------------------------
- -
 (1) NAMES OF REPORTING PERSONS.
     S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS

     Virgil Elings, Ph.D.
- - ---------------------------------------------------------------------
- -
 (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
     (See Instructions)
	(a)  / /
	(b)  / /
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- -
 (3) SEC USE ONLY
- - ---------------------------------------------------------------------
- -
 (4) SOURCE OF FUNDS
- - ---------------------------------------------------------------------
- -
 (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
	TO ITEMS 2(d) OR 2(e)
	/ /
- - ---------------------------------------------------------------------
- -
 (6) CITIZENSHIP OR PLACE OF ORGANIZATION

     USA
- - ---------------------------------------------------------------------
- -
                             (7)  SOLE VOTING POWER
 NUMBER OF                        585,873 shares of Common Stock
  SHARES                     -------------------------------------------
BENEFICIALLY                 (8)  SHARED VOTING POWER
 OWNED BY                         0
   EACH                      -------------------------------------------
 REPORTING                   (9)  SOLE DISPOSITIVE POWER
PERSON WITH:                      585,873 shares of Common Stock
                             -------------------------------------------
                             (10) SHARED DISPOSITIVE POWER
                                  0
- - ---------------------------------------------------------------------
- -
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     585,873 shares of Common Stock
- - ----------------------------------------------------------------------
- -                                                     Page 2 of 4 Pages
- -


(12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
     (See Instructions)
	/ /
- - ---------------------------------------------------------------------
- -
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

     Approximately 3.7% (based on 15,936,333 shares outstanding as of
	July 30, 1999 as reported by the Registrant on its Form 10-Q for
	the quarter ended June 30, 1999)
- - ---------------------------------------------------------------------
- -
(14) TYPE OF REPORTING PERSON (See Instructions)

     IN
- - ---------------------------------------------------------------------


    This Amendment No. 2 amends and supplements the Statement on
Schedule 13D, as previously amended, (the "Schedule 13D") relating to
the common stock, par value $.01 per share (the "Common Stock"), of
Veeco Instruments Inc., a Delaware corporation (the "Company"),
previously filed by Virgil Elings, Ph.D. (the "Reporting Person").

    Except as specifically provided herein, this Amendment does not
modify any of the information previously reported on the Schedule 13D.

ITEM 5.  INTEREST IN SECURITIES OF THE ISSUER

    Item 5 is hereby amended to read as follows:

    (a)  The Reporting Person may be deemed to beneficially own 585,873
shares of Common Stock, representing approximately 3.7% of the
outstanding shares of Common Stock (based on the number of shares of
Common Stock outstanding as of July 30, 1999 as reported by the Company
on its Form 10-Q for the quarter ended June 30, 1999).

    (b)  The Reporting Person holds the sole power to vote or to direct
the vote and to dispose or to direct the disposition of the 585,873
shares of Common Stock.

    (c)  During the past sixty (60) days, the Reporting Person: (i)
transferred 5,000 shares of Common Stock to Transition House on
July 28, 1999 as a gift for no consideration and (ii) sold
343,800 shares of Common Stock on various dates from and including
August 2, 1999 through September 3, 1999 in transactions on the NASDAQ
National Market pursuant to and in compliance with Rules 145 and 144
under the Securities Act of 1933, as amended, at average daily prices
per share ranging from a low of $29.21 to a high of $35.90.  On June 3
and June 4, 1999, the Reporting Person sold 56,200 shares of Common
Stock in transactions on the NASDAQ National Market pursuant to and in
compliance with Rules 145 and 144 under the Securities Act of 1933, as
amended, at average daily prices per share ranging from a low of $31.70
to a high of $31.90.
						Page 3 of 4 pages



   Except as set forth above, the Reporting Person does not beneficially
own any shares of Common Stock and has not effected any transaction in
shares of Common Stock since the transactions reported in Amendment No.
1 to this Schedule 13D.

    (d)  To the best knowledge of the Reporting Person, no person has
the right to receive or the power to direct the receipt of dividends
from, or the proceeds from the sale of, the 585,873 shares of Common
Stock.

    (e)  To the best knowledge of the Reporting Person, he ceased to be
the beneficial owner of more than 5% of the outstanding shares of Common
Stock on August 10, 1999 (based on 15,936,333 shares outstanding as of
July 30, 1999 as reported by the Company on its Form 10-Q for the
quarter ended June 30, 1999).


ITEM 6.  CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER

    Item 6 is hereby amended to add the following information:

    The sales referred to in Item 5(b) of this Amendment No. 1 were
effected through Prudential Securities Incorporated as agent for the
Reporting Person for usual and customary broker's commissions for
transactions of the size in question.



                                   SIGNATURE

    After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true,
complete and correct.

Dated as of September 15, 1999


                                             /s/ Virgil Elings
                                             ------------------------
                                             Virgil Elings, Ph.D.




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