8-K

                       SECURITIES AND EXCHANGE COMMISSION

                              Washington, D.C. 20549

                                    FORM 8-K

                                  CURRENT REPORT

                       Pursuant to Section 13 or 15(d) of the
                          Securities Exchange Act of 1934



Date of Report (Date of earliest event reported): July 25, 1997


                                VEECO INSTRUMENTS INC.
               (Exact Name of Registrant as Specified in its Charter)


             Delaware                    0-16244            11-2989601
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(State or Other Jurisdiction           (Commission         (IRS Employer
of Incorporation)                      File Number)        Identification No.


Terminal Drive, Plainview, New York                          11803
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(Address of Principal Executive Offices)                   (Zip Code)


Registrant's telephone number, including area code: (516)349-8300
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                                 Not Applicable
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        (Former Name or Former Address, if Changed Since Last Report)







Item 5.    Other Events.
           ------------

           Reference is made to the Registrant's press release dated July 25, 
           1997, incorporated herein by reference and included as an exhibit 
           hereto.


Item 7     Financial Statements, Pro Forma Financial Information and Exhibits.
           ------------------------------------------------------------------

      (c)  Exhibits.


Exhibit No.      Exhibit
- ----------       -------

    20           Press Release of the Registrant, dated July 25, 1997 (filed 
                 herewith).












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                             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.


                                     VEECO INSTRUMENTS INC.

Date: August 11, 1997                 By: /s/ Edward H. Braun
                                        --------------------------
                                         Edward H. Braun
                                         Chairman, Chief Executive
                                         Officer and President



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                                   EXHIBIT INDEX

Exhibit
- -------

  20           Press Release of the Registrant, dated July 25, 1997








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EX-20

                            [on Veeco letterhead]

               VEECO INSTRUMENTS ANNOUNCES COMPLETED MERGER
                            WITH WYKO CORPORATION

PLAINVIEW, New York, July 25, 1997 -- Veeco Instruments Inc. (NASDAQ:VECO), 
announced today that it has completed a merger with Wyko Corporation of 
Tucson, Arizona, a leading supplier of optical interferometric measurement 
systems for the data storage and semiconductor industries. This merger 
extends Veeco's current Surface Metrology product line to include automated, 
non-contact optical testing systems.

Commenting on the completed acquisition of Wyko Corporation, Edward Braun, 
Chairman, President and Chief Executive Officer of Veeco said, "The 
combination of Wyko's non-contact, optical measurement products with Veeco's 
line of atomic force microscopes, Dektak surface profilers and laser 
scatterometers provides our data storage and semiconductor customers with a 
complete range of measurement technologies for yield improvement and 
integrated test programs."

Under the merger, Wyko shareholders received 2,863,810 shares of Veeco common 
stock, and holders of options to acquire Wyko common stock received options 
to acquire an aggregate of 136,190 shares of Veeco common stock. The merger 
will be accounted for as a pooling of interests transaction.






Wyko, which was privately held, had sales of $8.2 million and operating 
income of $2.4 million for the three months ended March 31, 1997.

Wyko instruments are used to improve product yield and product quality by 
generating precise, consistent quantitative data throughout the manufacturing 
cycle. In the manufacturing process for computer hard drives, Wyko systems 
produce precise measurements of magnetic head shape and height, suspension 
arm height and angle, and disk texture and flatness. Semiconductor 
manufacturers use Wyko equipment for measuring flip chips and wafer roughness.

New products introduced by Wyko in 1997 include an automatic inspection and 
test system for advanced microelectronic packaging applications which 
provides 3D measurement of flip chip solder bumps of 1,000 microns and below, 
and up to 64,000 bumps on a single die. In addition, a new in-line laser 
inspection system precisely adjusts the static attitude of disk drive 
suspension arms and is ideal for next generation miniaturized (pico size) 
automated thin film head fabrication.

Veeco Instruments Inc. is a worldwide leader in precision ion beam 
systems, physical vapor deposition systems and surface metrology equipment 
for high-growth microelectronic markets such as thin film magnetic heads and 
advanced semiconductor devices as well as for a broad range of industrial 
applications. Manufacturing and engineering facilities are located in 
Plainview, Orangeburg and Congers, New York; Tucson, Arizona and Santa 
Barbara, California.


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Global sales and services offices are located throughout the United States, 
Europe, Japan and Asia-Pacific.
























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