[Form of Letter to Stockholders]

                                                     April __, 2001


Dear Stockholder:

            Veeco Instruments Inc. has recently adopted a Stockholder
Rights Plan. This letter briefly describes the Plan and explains the
reasons for adopting it. Enclosed is a document entitled "Summary of Rights
to Purchase Preferred Stock," which provides detailed information about the
Rights Plan. We urge you to read it carefully.

            The Plan is intended to protect your interests as a stockholder
in the event Veeco is confronted with coercive or unfair takeover tactics.
The Plan contains provisions to safeguard your interests in the event of an
unsolicited offer to acquire the Company, whether through a gradual
accumulation of shares in the open market, a tender offer that does not
treat all stockholders equally, an acquisition in the open market or
otherwise of shares constituting control without offering fair value to all
stockholders, or other abusive takeover tactics that Veeco's Board believes
are not in the best interests of the Company's stockholders. These tactics
unfairly pressure stockholders, squeezing them out of the full value of
their investment without affording any real choice.

            Many companies have rights plans similar to the one we have
adopted. We consider the Rights Plan to be the best available means of
protecting your right to retain your equity investment in Veeco and the
full value of that investment, while not precluding a fair acquisition bid
for the Company.

            The Plan is not intended to prevent a takeover of the Company
and will not do so. The mere adoption of the plan should not affect any
prospective offeror willing to negotiate with the Board of Directors or to
make an all cash offer at a full and fair price. The Rights Plan will not
interfere with a merger or other business combination transaction approved
by the Board of Directors because the Rights may be redeemed by the Board.

            Prior to adopting the Rights Plan, the Board was concerned that
a person or company could acquire control of Veeco without paying a fair
premium for control or without offering a fair price to all stockholders
and that, if a competitor acquired control of the Company, the competitor
would have a conflict of interest with respect to the Company and could use
any acquired influence over or control of the Company to the detriment of
the Company's other stockholders. The Board believes that such results
would not be in the best interests of all stockholders.

            Issuance of the Rights does not in any way adversely affect the
financial strength of the Company or interfere with its business plan. The
issuance of the Rights has no dilutive effect, will not affect reported
earnings per share, is not taxable to the Company or to you, and will not
change the way in which you can currently trade the Company's shares. As
explained in detail in the enclosed summary, the Rights will only be
exercisable if an event occurs that triggers their effectiveness. They will
then operate to protect you against being deprived of your right to share
in the full measure of Veeco's long-term potential.

            The Board was aware when it acted that some people have
advanced arguments that securities of the type we are issuing deter
legitimate acquisition proposals. We carefully considered these views and
concluded that the arguments are speculative and do not justify leaving
stockholders without the protection afforded by the Rights Plan against
unfair treatment by a potential acquiror -- who, after all, is seeking his
own company's advantage, not yours. The Board believes that the Rights
represent a sound and reasonable means of addressing the complex issues of
corporate policy created by the current takeover environment.

            Continuing our growth and maximizing long-term shareholder
value are the major goals of Veeco's management and Board of Directors.

                                    Sincerely,



                                    Edward H. Braun
                                    Chairman of the Board and
                                    Chief Executive Officer