EXHIBIT 99.3


[VEECO LOGO]                          NEWS

Veeco Instruments Inc., 100 Sunnyside Boulevard, Woodbury, NY 11797
Tel. 516-677-0200  Fax 516-677-0380

FOR IMMEDIATE  RELEASE

CONTACT: DEBRA WASSER, VICE PRESIDENT OF INVESTOR RELATIONS, 516-677-0200, X1472

              VEECO INSTRUMENTS COMPLETES $200 MILLION OFFERING OF
                      4 1/8% CONVERTIBLE SUBORDINATED NOTES

Woodbury, NY, December 21, 2001 - Veeco Instruments Inc. (NASDAQ: VECO) today
announced it has completed the private placement of $200 million aggregate
principal amount of 4 1/8 % convertible subordinated notes due 2008. The notes
have a term of seven years and are convertible at the option of the holder into
the Company's common stock at a conversion price of $38.51 per share. The
Company has granted the initial purchasers of the notes a 30-day option to
purchase up to an additional $20 million aggregate principal amount of notes.
The Company will use approximately $23.5 million of the net proceeds to purchase
U.S. government securities that will be pledged as security for the notes and
intends to use the balance of the net proceeds from the offering for general
corporate purposes, including working capital and possible future acquisitions.

This announcement is neither an offer to sell nor a solicitation of an offer to
buy any of these securities. The notes and the common stock issuable upon
conversion of the notes have not been registered under the Securities Act of
1933, or any state securities laws, and are being offered only to qualified
institutional buyers in reliance on Rule 144A under the Securities Act. Unless
so registered, the notes and common stock issued upon conversion of the notes
may not be offered or sold in the United States except pursuant to an applicable
exemption from the registration requirements of the Securities Act and
applicable state securities laws.

Veeco Instruments Inc. is a worldwide leader in process equipment and metrology
tools for the optical telecommunications/wireless, data storage, semiconductor
and research markets. Manufacturing and engineering facilities are located in
New York, California, Colorado, Arizona and Minnesota. Global sales and service
offices are located throughout the United States, Europe, Japan and Asia
Pacific. Additional information on Veeco can be found at http://www.veeco.com.

TO THE EXTENT THAT THIS NEWS RELEASE DISCUSSES EXPECTATIONS ABOUT MARKET
CONDITIONS OR ABOUT MARKET ACCEPTANCE AND FUTURE SALES OF VEECO'S PRODUCTS, OR
OTHERWISE MAKES STATEMENTS ABOUT THE FUTURE, SUCH STATEMENTS ARE FORWARD-LOOKING
AND ARE SUBJECT TO A NUMBER OF RISKS AND UNCERTAINTIES THAT COULD CAUSE ACTUAL
RESULTS TO DIFFER MATERIALLY FROM THE STATEMENTS MADE. THESE FACTORS INCLUDE THE
CYCLICAL NATURE OF THE TELECOMMUNICATIONS/WIRELESS, DATA STORAGE AND
SEMICONDUCTOR INDUSTRIES, RISKS ASSOCIATED WITH THE ACCEPTANCE OF NEW PRODUCTS
BY INDIVIDUAL CUSTOMERS AND BY THE MARKETPLACE, AND OTHER FACTORS DISCUSSED IN
THE BUSINESS DESCRIPTION AND MANAGEMENT'S DISCUSSION AND ANALYSIS SECTIONS OF
VEECO'S REPORT ON FORM 10-K AND ANNUAL REPORT TO SHAREHOLDERS.

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