On October 28, Veeco Instruments Inc. (“Veeco”) entered into an Underwriting Agreement (the “Underwriting Agreement”) with Citigroup Global Markets Inc., J.P. Morgan Securities Inc., as Representatives of the several underwriters named in Schedule II thereto (collectively, the “Underwriters”), for the sale of 5,000,000 shares of Veeco’s common stock at a price to the public of $23.75 per share pursuant to a registration statement on Form S-3 (File No. 333-).  In addition, the Underwriters have an option to purchase up to an additional 750,000 shares of Veeco’s common stock on the same terms for 30 days from the date of the Underwriting Agreement, solely to cover over-allotments.  The offering is expected to close on November 3, 2009, subject to customary closing conditions.  The above description of the Underwriting Agreement is qualified in its entirety by reference to the Underwriting Agreement, which is filed as Exhibit 1.1 hereto and incorporated herein by reference.  Morrison & Foerster LLP, counsel to Veeco, has issued an opinion to Veeco, dated October 28, 2009 regarding the legality of the issuance and sale of its common stock in the offering.  A copy of the opinion as to legality is filed as Exhibit 5.1 hereto.

Item 9.01   Financial Statements and Exhibits.

(d)           Exhibits.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.