July 28, 2005



Mail Stop 6010

John F. Rein, Jr.
Executive Vice President, Chief
Financial Officer and Secretary
Veeco Instruments, Inc.
100 Sunnyside Boulevard, Suite B
Woodbury, New York 11797

Re:	Veeco Instruments, Inc.
      Form 10-K for Fiscal Year Ending December 31, 2004
      Filed March 16, 2005
      File No. 0-16244

Dear Mr. Rein:

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.  After
reviewing this information, we may raise additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.
Form 10-K for the Fiscal Year Ended December 31, 2004
Item 3.  Legal Proceedings, page 16
1. In future filings, please quantify, if material, the amount of
your revenues from the asserted invalid and unenforceable patents
and
the amount of royalties sought by Asylum.

Item 7. Management`s Discussion and Analysis of Financial
Condition
and Results of Operations, page 21
2. On pages 26, 29 and 30 of your MD&A and on page 15 of your Form
10-Q for the Quarter Ended March 31, 2005, you disclose non-GAAP
financial measures consisting of gross profit excluding certain
items.  While these disclosures may be helpful in describing
operating results from period to period, they remove focus from
the
excluded items.  Please revise future filings to discuss changes
in
your GAAP-based results, identifying those unique or material
transactions or events that contributed to the changes.
Alternatively, if you elect to retain the current disclosures,
revise
future filings to comply with the requirements of Item 10(e) of
Regulation S-K.  We refer you to SEC Release 34-47226.  Please
provide us with a sample of the disclosures you intend to include
in
future filings.  Please note this comment also applies to your
Form
10-Q as of March 31, 2005.
Item 9A. Controls and Procedures, page 45
3. We note your disclosure that "as a result of the discovery by
management of improper accounting entries made at its TurboDisc
business unit which led to adjustments requiring the restatement
of
the Company`s financial statements for the quarterly periods ended
March 31, 2004, June 30, 2004 and September 30, 2004, management
has
now determined that a deficiency existed in the internal control
over
financial reporting at the end of such quarterly periods."  We
also
note your disclosure on page F-40 of your financial statements
that
"there was no evidence found of embezzlement or diversion of
corporate assets" as a result of your internal investigation.
Please
respond to the following comments:

* Tell us in greater detail the nature of the improper accounting
entries.

* Please tell us what your investigation concluded as to the
reasons
why these improper accounting entries were made.

* Clarify whether this issue was determined to be a significant
deficiency or a material weakness, as those terms are defined in
paragraphs 9-10 of PCAOB Auditing Standard No. 2.  Please provide
us
with a basis for the determination.

* Describe in detail the specific corrective actions you have
taken.
Tell us what you mean when you discuss the implementation of "a
new
accounting system and attendant control process."  Describe the
new
controls put in place and why you believe these will prevent
future
occurrences.

Item 13.  Certain Relationships and Related Transactions
4. In future filings, please describe in detail the material terms
of
the agreement with Mr. Scherr, such as the length of the
agreement,
payment terms and what "certain other matters" cover. Also, please
file this agreement as an exhibit.
5. In future filings, please discuss the nature of the services
provided by Mr. Simone.
Consolidated Statements of Operations, page F-6
6. We note your disclosure on page 12 that approximately 17% of
your
net sales for the year ended December 31, 2004 constituted
revenues
from part sales, service and support.  If service revenue is in
excess of 10% of your total revenue in future filings, revise this
statement to separately present service revenues and the related
cost
of services as required by Item 5-03(b)(1) and (2) of Regulation
S-X.
Note 1. Description of Business and Significant Accounting
Policies,
page F-9
Long-Lived Assets, page F-11
7. Please revise future filings to include the disclosures
required
by paragraph 45(a) and (b) of SFAS 142 related to your intangible
assets.
Goodwill, page F-12
8. Please revise future filings to include the changes in goodwill
for each period for which a statement of financial position is
presented in accordance with paragraph 45(c) of SFAS 142.  We note
you currently disclose only the changes in goodwill for the most
recent period.
Note 2.  Business Combinations and Basis of Presentation, page F-
17
Manufacturing Technology, Inc., page F-17
9. We note that you acquired certain assets and liabilities of
Manufacturing Technology, Inc. on October 5, 2004.  Please tell us
whether these operations were included in your assessment of the
effectiveness of your internal controls over financial reporting
as
of December 31, 2004.

Note 8. Foreign Operations, Geographic Area and Product Segment
Information, page F-37
10. We note on page F-38 that you evaluate your performance based
on
EBITA.  Please tell us and revise future filings to provide a
detailed explanation of your measurements of segment profit or
loss
in accordance with paragraph 31 of SFAS 131.
11. It appears that you are reporting a measure of segment profit
for
each segment and then reconciling that measurement to EBITA.
Please
revise future filings to include a reconciliation of your segment
profit measure to consolidated income (loss) before income taxes,
as
required by paragraph 32(b) of SFAS 131.

       As appropriate, please amend your filing and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response.  You may wish to provide us with marked copies of
the amendment to expedite our review.  Please furnish a cover
letter
with your amendment that keys your responses to our comments and
provides any requested information.  Detailed cover letters
greatly
facilitate our review.  Please understand that we may have
additional
comments after reviewing your amendment and responses to our
comments.

	 We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision.  Since the
company and its management are in possession of all facts relating
to
a company`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.
	You may contact Thomas Dyer at 202-551-3641 or Kevin Vaughn
at
202-551-3643 if you have questions regarding comments on the
financial statements and related matters.  Please contact Jay
Mumford
at 202-551-3637 or me at 202-551-3602 with any other questions.

							Sincerely,



							Thomas A. Jones
							Senior Attorney





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John F. Rein, Jr.
Veeco Instruments, Inc.
July 28, 2005
Page 5