Filed Pursuant to Rule 424(b)(3) and (c)
                                                      Registration No. 333-84252


                             VEECO INSTRUMENTS INC.

                           PROSPECTUS SUPPLEMENT NO. 1
                               DATED MAY 17, 2002
                                       TO
                          PROSPECTUS DATED MAY 8, 2002

          $220,000,000 4-1/8% CONVERTIBLE SUBORDINATED NOTES DUE 2008,
        SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION OF THE NOTES AND
                   4,044,119 ADDITIONAL SHARES OF COMMON STOCK

             ------------------------------------------------------


         This prospectus supplement supplements and should be read in
conjunction with the prospectus of Veeco Instruments Inc. dated May 8, 2002,
which is to be delivered with this prospectus supplement. This prospectus
supplement is qualified by reference to the prospectus, except to the extent
that the information provided hereby supersedes the information contained in the
prospectus. All capitalized terms used but not defined in this prospectus
supplement have the meanings given them in the prospectus.

         INVESTING IN THE NOTES AND IN OUR COMMON STOCK INVOLVES RISKS THAT ARE
DESCRIBED IN THE "RISK FACTORS" SECTION BEGINNING ON PAGE 6 OF THE PROSPECTUS.

            ---------------------------------------------------------


         NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

            ---------------------------------------------------------


         The information appearing in the table below, as of the date hereof,
supplements the information in the table appearing under the heading "Selling
Securityholders" in the prospectus, and where the name of a selling
securityholder identified in the table below also appears in the table in the
prospectus, the information set forth in the table below regarding that selling
securityholder supersedes the information in the prospectus:






                                                                                                  NUMBER OF SHARES OF
                                                PRINCIPAL AMOUNT OF NOTES(1)                      COMMON STOCK(1)(2)
                                     -----------------------------------------------   --------------------------------------
                                     BENEFICIALLY OWNED PRIOR
                                         TO THE OFFERING            PERCENTAGE OF       BENEFICIALLY OWNED
 SELLING SECURITYHOLDER(1)             AND OFFERED HEREBY         NOTES OUTSTANDING    PRIOR TO THE OFFERING   OFFERED HEREBY
- ----------------------------         ------------------------    -------------------   ---------------------   --------------

 HOLDERS OF CONVERTIBLE
 NOTES OR SHARES ISSUABLE
 UPON CONVERSION THEREOF
- ---------------------------
                                                                                                      
BP Amoco Corporation
Master Trust for Employee
Pension Plans..............                 $2,960,000                     1.3%               76,863              76,863

Canyon Capital Arbitrade
Master Fund, Ltd...........                  1,500,000                     *                  38,950              38,950

Canyon MAC 18, LTD
(RMF)......................                    250,000                     *                   6,491               6,491

Canyon Value Realization
Fund (Cayman), Ltd.........                  2,250,000                     1.0%               58,426              58,426

Canyon Value Realization
Fund, LP...................                  1,000,000                     *                  25,967              25,967

CIBC World Markets.........                  9,500,000                     4.3%              246,689             246,689

Continental Assurance
Company....................                  1,040,000                     *                  27,005              27,005

Merrill, Lynch, Pierce,
Fenner and Smith Inc.......                  5,423,000                     2.5%              140,820             140,820


- ----------------
*        Less than 1%.

(1)      Information concerning the selling securityholders may change from time
         to time. Any such changed information will be set forth in supplements
         to this prospectus if and when necessary. The amount of notes and the
         number of shares of our common stock issuable upon conversion of the
         notes indicated may be in excess of the total amount registered under
         the shelf registration statement of which this prospectus forms a part,
         due to sales or transfers by selling securityholders of such notes or
         shares in transactions exempt from the registration requirements of the
         Securities Act after the date on which they provided us information
         regarding their holdings of notes and such shares of common stock.

(2)      For purposes of presenting the number of shares of our common stock
         beneficially owned by holders of notes, we assume a conversion price
         under the notes of $38.51 per share of our common stock, and a cash
         payment in lieu of the issuance of any fractional share interest.
         However, the conversion price is subject to adjustment as described
         under "Description of the Notes--Conversion Rights." As a result, the
         number of shares of common stock issuable upon conversion of the notes,
         and as a consequence, the number of shares beneficially owned by the
         holders of notes, may increase or decrease in the future.

             The date of this prospectus supplement is May 17, 2002.


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