SEC Form 3

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 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* Oates Robert P (Last) (First) (Middle) VEECO INSTRUMENTS INC. 100 SUNNYSIDE BOULEVARD, SUITE B (Street) WOODBURY NY 11797 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 07/21/2005	3. Issuer Name and Ticker or Trading Symbol VEECO INSTRUMENTS INC [ VECO ]
		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 of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

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

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: 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

Explanation of Responses:

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).

	Gregory A. Robbins, Attorney-in-fact	08/01/2005
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
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