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


                             VEECO INSTRUMENTS INC.

                           PROSPECTUS SUPPLEMENT NO. 5
                               DATED JUNE 28, 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

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         This prospectus supplement supplements and should be read in
conjunction with the prospectus of Veeco Instruments Inc. dated May 8, 2002,
prospectus supplement no. 1, dated May 17, 2002, prospectus supplement no. 2,
dated May 24, 2002, prospectus supplement no. 3, dated May 31, 2002, and
prospectus supplement no. 4, dated June 17, 2002. This prospectus supplement is
qualified by reference to the prospectus and such prospectus supplements, except
to the extent that the information provided hereby supersedes the information
contained in the prospectus or in those supplements. 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.

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         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.

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         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 and/or a previous prospectus supplement, the information set forth in
the table below regarding that selling securityholder supersedes the information
in the prospectus and/or such supplement:







                                                                                        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
- ---------------------------
                                                                                            
TQA Master Fund, Ltd.......          $2,250,000                 1%                  58,426              58,426
TQA Master Plus Fund, Ltd..          $2,250,000                 1%                  58,426              58,426
US Bancorp Piper Jaffray...          $  364,000                 *                    9,452               9,452


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*        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 June 28, 2002.




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