UNITED STATES
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): February 9, 2009

VEECO INSTRUMENTS INC.

(Exact name of registrant as specified in its charter)

Delaware		0-16244		11-2989601
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

Terminal Drive, Plainview, New York 11803

(Address of principal executive offices)

(516) 677-0200

(Registrant’s telephone number, including area code)

Not applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Section 2 - - Financial Information

Item 2.02 Results of Operations and Financial Condition.

On February 9, 2009, Veeco Instruments Inc. (“Veeco” or the “Company”) issued a press release announcing its financial results for the quarter and year ended December 31, 2009. In connection with the release and the related conference call, Veeco posted a presentation relating to its fourth quarter 2008 financial results on its website (www.veeco.com). Copies of the press release and presentation are furnished as Exhibit 99.1 and Exhibit 99.2 to this report.

Section 9 - Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit		Description

99.1		Press release issued by Veeco Instruments Inc. dated February 9, 2009

99.2		Veeco Instruments Inc. Q4 2008 Earnings Call: Financial Highlights dated February 9, 2009

The information in this report, including exhibits 99.1 and 99.2, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that Section, nor shall this information or these exhibits be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

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.

February 9, 2009	By:	/s/ Gregory A. Robbins

		Gregory A. Robbins
		Senior Vice President and General Counsel

EXHIBIT INDEX

Exhibit		Description

99.1		Press release issued by Veeco Instruments Inc. dated February 9, 2009

99.2		Veeco Instruments Inc. Q4 2008 Earnings Call: Financial Highlights dated February 9, 2009

EXHIBIT 99.1

NEWS

Veeco Instruments Inc., Terminal Drive, Plainview, NY 11803 Tel. 516-677-0200 Fax. 516-677-0380

FOR IMMEDIATE RELEASE

Financial Contact: Debra Wasser, SVP Investor Relations & Corporate Communications, 516-677-0200 x1472

Media Contact: Fran Brennen, Senior Director Marcom, 516-677-0200 x1222

VEECO ANNOUNCES FOURTH QUARTER

AND YEAR-END 2008 FINANCIAL RESULTS

Plainview, NY, February 9, 2009 — Veeco Instruments Inc. (Nasdaq: VECO) announced its financial results for the fourth quarter and full year ended December 31, 2008. Veeco will host a conference call reviewing these results at 5:00pm today at 877-723-9521 (toll free) or 719-325-4811. The call will also be webcast live on the Veeco website at www.veeco.com. A replay of the call will be available beginning at 8:00pm EST tonight through midnight on February 23, 2009 at 888-203-1112 or 719-457-0820, using passcode 4780794, or on the Veeco website. A slide presentation reviewing these results has also been posted on our website.

Veeco reports its results on a generally accepted accounting principles (“GAAP”) basis, and also provides results excluding certain items. Veeco’s results for the fourth quarter of 2008 include the impact of $80.1 million in charges ($73.0 million for impairment of goodwill and other long lived assets, triggered by the decline in the Company’s market capitalization and weak business environment, and $7.1 million in restructuring and other charges). Please refer to the attached table for details of the reconciliation between GAAP operating results and Non-GAAP operating results.

GAAP Results ($M except EPS)

	Q408			Q407			FY 2008			FY 2007
Revenues	$	110.3		$	106.8		$	442.8		$	402.5
Net loss	$	(72.0	)	$	(9.4	)	$	(71.1	)	$	(17.4	)
(Loss) EPS	$	(2.29	)	$	(0.30	)	$	(2.27	)	$	(0.56	)

Non-GAAP Results ($M except EPS)

	Q408		Q407		FY 2008		FY 2007
EBITA	$	6.2	$	4.1	$	28.5	$	10.8
EPS	$	0.11	$	0.07	$	0.51	$	0.17

John R. Peeler, Veeco’s Chief Executive Officer, commented, “We are pleased that, despite the extremely challenging market environment that necessitated a significant impairment charge, fourth quarter results were in line with guidance, with Veeco revenues of $110 million and non-GAAP EPS of $0.11 per share. In addition, we significantly improved our balance sheet during the fourth quarter, generating $19 million in free cash flow and retiring $37 million of convertible debt. Our year-end cash balance stood at a healthy $104 million. For the full year, we delivered on our commitments to refocus the business, grow the top line, improve profitability and contain spending, and I am proud of the progress we made to strengthen the organization and increase effectiveness across the Company. In 2008, we grew revenue by 10% to $443 million, without significantly increasing our operating expenses, resulting in a 163% increase in EBITA. LED & Solar became our largest business, with revenues increasing by 43% to $166 million and EBITA growing by 89%.”

Mr. Peeler continued, “Veeco’s fourth quarter 2008 bookings were $89 million, flat with the third quarter of 2008 despite a 57% decline in Data Storage bookings to a historically low level of $14 million, as customers froze capital spending. LED & Solar orders increased 69% sequentially to $44 million. This solid performance resulted from record orders for our molecular beam epitaxy systems for solar and other emerging applications, customer purchases of our thermal sources for solar cells, and two large multi-unit orders for metal organic chemical vapor deposition systems. Metrology bookings were down 4% sequentially.”

Fourth Quarter 2008 Summary

Veeco’s revenue for the fourth quarter of 2008 was $110.3 million, compared to $106.8 million in the fourth quarter of 2007. Veeco’s fourth quarter operating loss was ($77.1) million which included asset impairment, restructuring and other charges of $80.1 million, compared to an operating loss of ($8.6) million in the fourth quarter of 2007 which also included restructuring charges. Excluding the above mentioned charges, Veeco’s fourth quarter 2008 earnings before interest, taxes and amortization excluding certain charges (EBITA) was $6.2 million compared to $4.1 million in the prior year. Fourth quarter 2008 net loss was ($72.0) million, or ($2.29) per share, compared to a net loss of ($9.4) million, or ($0.30) per share, last year. Excluding amortization expenses and using a 35% tax rate, and excluding certain charges in both periods as detailed in the attached financial tables, earnings per share was $0.11 in the fourth quarter of 2008, compared to $0.07 in 2007.

Full Year 2008 Summary

Veeco’s 2008 revenue was $442.8 million compared to $402.5 million in 2007. Veeco’s 2008 operating loss was ($70.6) million, including $88.3 million in asset impairment, restructuring and other charges as detailed in the attached financial tables, compared to an operating loss of ($12.1) million in 2007, which also included restructuring charges. 2008 EBITA was $28.5 million compared to $10.8 million in 2007, excluding certain charges in both periods which are detailed in the attached financial tables. Net loss in 2008 was ($71.1) million, or ($2.27) per share, compared to net loss of ($17.4) million, or ($0.56) per share, last year. Excluding amortization expenses and using a 35% tax rate, and excluding charges in both periods as detailed in the attached financial tables, earnings per share were $0.51 in 2008, compared to $0.17 in 2007.

Overall Business Outlook and Restructuring Plan

Mr. Peeler commented, “We anticipate a very weak start to 2009. Some of Veeco’s key LED and data storage customers have pushed out approximately $30 million of equipment deliveries originally slotted for revenue in the first quarter due to current industry overcapacity, financing constraints and their weak business outlook. As a result, nearly half of our $147 million end-of-year backlog is currently forecasted for revenue in the second half of 2009.”

Due to deteriorating business conditions tied to the global economic slowdown, Veeco implemented a significant restructuring program during the fourth quarter of 2008 which included a 26% reduction in force, a majority having already occurred. All other impacted employees have been notified and will transition out of the Company through 2009. This workforce reduction is being achieved by organizational changes that centralize Veeco’s supply chain and operations, consolidate business units, increase outsourced manufacturing and decrease the number of manufacturing sites from eight to four. Other key cost cutting actions which are part of Veeco’s restructuring program include: senior management pay cuts, a reduction in Board of Directors compensation and an employee wage freeze.

Mr. Peeler added, “We have moved swiftly to restructure Veeco to lower our quarterly breakeven level to $80 million, with a goal to return to EBITA profitability by the fourth quarter of 2009. We currently anticipate that restructuring actions will result in annualized savings of over $36 million: approximately $20 million reduction in manufacturing labor and overhead and service costs which are included in cost of goods sold, and $16 million reduction in operating spending.”

“While we are dramatically changing the organization and cutting spending overall in 2009, we are also continuing to invest in R&D for high growth opportunities, with particular emphasis on LED & Solar and new applications for Metrology instruments. Despite the current pause in capacity spending, we anticipate strong multi-year LED industry growth tied to further adoption in applications such as TVs and laptops. Veeco’s solar growth strategy is based on building an integrated equipment offering for CIGS thin film solar cells, emerging as the next generation low cost, high efficiency solar technology. It is our goal to emerge from this downturn with a strong product portfolio well aligned to our customers’ technology needs; a solid balance sheet; and a leaner, more cost-effective organizational structure that can achieve 15% EBITA when end market conditions improve.”

First Quarter 2009 Outlook

Veeco’s first quarter revenues are currently forecasted to be between $60-70 million, and bookings are anticipated to decline sequentially from the fourth quarter of 2008. Veeco is currently forecasting a per share loss of between ($0.72) – ($0.56) on a GAAP basis for the first quarter of 2009.

Beginning in 2009, Veeco’s non-GAAP EPS calculation will exclude equity-based compensation and non cash interest pertaining to its convertible subordinated notes. Veeco expects to incur charges to earnings of $5.0 to $6.0 million related to restructuring activities during the first quarter. Excluding these charges, amortization of $1.8 million, equity compensation of $1.7 million and non cash interest of $0.7 million, and using a 35% tax rate, Veeco’s first quarter loss per share is currently forecasted to be between ($0.25) to ($0.17) on a non-GAAP basis. Please refer to the attached financial tables for more details.

About Veeco

Veeco Instruments Inc. manufactures enabling solutions for customers in the HB-LED, solar, data storage, semiconductor, scientific research and industrial markets. We have leading technology positions in our three businesses: LED & Solar Process Equipment, Data Storage Process Equipment, and Metrology Instruments. Veeco’s manufacturing and engineering facilities are located in New York, New Jersey, California, Colorado, Arizona, Massachusetts and Minnesota. Global sales and service offices are located throughout the U.S., Europe, Japan and APAC. http://www.veeco.com/

To the extent that this news release discusses expectations 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 risks discussed in the Business Description and Management’s Discussion and Analysis sections of Veeco’s Annual Report on Form 10-K for the year ended December 31, 2007 and in our subsequent quarterly reports on Form 10-Q, current reports on Form 8-K and press releases. Veeco does not undertake any obligation to update any forward-looking statements to reflect future events or circumstances after the date of such statements.

-financial tables attached-

Veeco Instruments Inc. and Subsidiaries

Consolidated Statements of Operations

(In thousands, except per share data)

	Three months ended						Year ended
	December 31,						December 31,
	2008			2007			2008			2007
	(Unaudited)						(Unaudited)

Net sales	$	110,344		$	106,822		$	442,809		$	402,475
Cost of sales	70,189			71,145			266,215			244,964
Gross profit	40,155			35,677			176,594			157,511

Operating expenses:
Selling, general and administrative expense	22,310			21,625			92,838			90,972
Research and development expense	15,180			14,833			60,353			61,174
Amortization expense	3,215			2,014			10,745			10,250
Restructuring expense	3,567			4,752			10,562			6,726
Asset impairment charge	73,037			1,068			73,322			1,068
Other income, net	(77		)	(13		)	(668		)	(618		)

Operating loss	(77,077		)	(8,602		)	(70,558		)	(12,061		)

Interest expense, net	899			757			3,812			3,013
Gain on extinguishment of debt	(4,969		)	—			(4,969		)	(738		)

Loss before income taxes and noncontrolling interest	(73,007		)	(9,359		)	(69,401		)	(14,336		)

Income tax (benefit) provision	(968		)	161			1,892			3,651
Noncontrolling interest	(30		)	(146		)	(230		)	(628		)
Net loss	$	(72,009	)	$	(9,374	)	$	(71,063	)	$	(17,359	)

Loss per common share:
Net loss per common share	$	(2.29	)	$	(0.30	)	$	(2.27	)	$	(0.56	)
Diluted net loss per common share	$	(2.29	)	$	(0.30	)	$	(2.27	)	$	(0.56	)

Weighted average shares outstanding	31,500			31,128			31,347			31,020
Diluted weighted average shares outstanding	31,500			31,128			31,347			31,020

Veeco Instruments Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

(In thousands)

	December 31,		December 31,
	2008		2007
	(Unaudited)

ASSETS
Current assets:
Cash and cash equivalents	$	103,799	$	117,083
Accounts receivable, net	59,659		75,207
Inventories, net	94,930		98,594
Prepaid expenses and other current assets	6,425		8,901
Deferred income taxes	2,185		2,649
Total current assets	266,998		302,434

Property, plant and equipment, net	64,372		66,142
Goodwill	59,160		100,898
Other assets, net	39,011		59,860
Total assets	$	429,541	$	529,334

LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	29,610	$	36,639
Accrued expenses	66,964		60,201
Deferred profit	1,346		3,250
Income taxes payable	354		2,278
Current portion of long-term debt	196		25,550
Total current liabilities	98,470		127,918

Deferred income taxes	4,540		3,712
Long-term debt	108,669		121,035
Other non-current liabilities	2,391		1,978

Noncontrolling interest	784		1,014

Shareholders’ equity	214,687		273,677
Total liabilities and shareholders’ equity	$	429,541	$	529,334

Veeco Instruments Inc. and Subsidiaries

Reconciliation of operating loss to earnings excluding certain items

(In thousands, except per share data)

(Unaudited)

	Three months ended						Year ended
	December 31,						December 31,
	2008			2007			2008			2007

Operating loss	$	(77,077	)	$	(8,602	)	$	(70,558	)	$	(12,061	)

Adjustments:

Amortization expense	3,215			2,014			10,745			10,250
Restructuring expense	3,567		(1)	4,752		(2)	10,562		(1)	6,726		(2)
Purchase accounting adjustment	565		(3)	—			1,492		(3)	—
Asset impairment charge	73,037		(4)	1,068		(5)	73,322		(4)	1,068		(5)
Inventory write-off	2,900		(6)	4,821		(7)	2,900		(6)	4,821		(7)

Earnings before interest, income taxes and amortization excluding certain items (“EBITA”)	6,207			4,053			28,463			10,804

Interest expense, net	899			757			3,812			3,013
Gain on extinguishment of debt	(4,969		)(8)	—			(4,969		)(8)	(738		)(9)
Adjustment to exclude gain on extinguishment of debt	4,969			—			4,969			738

Earnings excluding certain items before income taxes and noncontrolling interest	5,308			3,296			24,651			7,791

Income tax provision at 35%	1,858			1,154			8,628			2,727
Noncontrolling interest, net of income tax provision at 35%	(20		)	(95		)	(150		)	(408		)

Earnings excluding certain items	$	3,470		$	2,237		$	16,173		$	5,472

Earnings excluding certain items per diluted share	$	0.11		$	0.07		$	0.51		$	0.17

Diluted weighted average shares outstanding	31,564			31,399			31,516			31,346

(1) During 2008, the Company recorded a restructuring charge of $10.6 million, of which $3.6 million was incurred during the fourth quarter, $4.1 million was incurred during the third quarter and $2.9 million was incurred during the first quarter. These restructuring charges consisted of personnel severance costs and lease-related commitments.

(2) During 2007, the Company recorded a restructuring charge of $6.7 million, of which $4.7 million was incurred during the fourth quarter, $0.5 million was incurred during the third quarter and $1.5 million was incurred during the second quarter. The fourth quarter restructuring charge consisted of $2.9 million of personnel severance costs, and $1.8 million of commitments associated with discontinued product lines. The third quarter and second quarter restructuring charges consisted of personnel severance costs.

(3) During 2008, the Company recorded $1.5 million in cost of sales related to the acquisition of Mill Lane Engineering, of which $0.6 million was recorded during the fourth quarter. This was the result of purchase accounting, which requires adjustments to capitalize inventory at fair value.

(4) During 2008, the Company recorded a $73.3 million asset impairment charge, of which $73.0 million was recorded during the fourth quarter and $0.3 million was recorded during the first quarter. The fourth quarter charge consisted of $52.3 million related to goodwill and $20.7 million related to other long-lived assets. The first quarter charge consisted of $0.3 million related to fixed asset write-offs associated with the consolidation and relocation of our Corporate headquarters.

(5) During the fourth quarter of 2007, the Company recorded a $1.1 million asset impairment charge related to fixed assets associated with discontinued product lines.

(6) During the fourth quarter of 2008, the Company recorded a $2.9 million inventory write-off in its Metrology segment associated with legacy semiconductor products. This was included in cost of sales in the GAAP income statement.

(7) During the fourth quarter of 2007, the Company recorded a $4.8 million inventory write-off associated with discontinued product lines. This was included in cost of sales in the GAAP income statement.

(8) During the fourth quarter of 2008, the Company repurchased $12.2 million aggregate principal amount of its 4.125% convertible subordinated notes. As a result of these repurchases, the Company recorded a net gain from the early extinguishment of debt in the amount of $5.0 million.

(9) During the first quarter of 2007, the Company repurchased $56.0 million aggregate principal amount of its 4.125% convertible subordinated notes. As a result of these repurchases, the Company recorded a net gain from the early extinguishment of debt in the amount of $0.7 million.

NOTE - The above reconciliation is intended to present Veeco’s operating results, excluding certain items and providing income taxes at a 35% statutory rate. This reconciliation is not in accordance with, or an alternative method for, generally accepted accounting principles in the United States, and may be different from similar measures presented by other companies. Management of the Company evaluates performance of its business units based on earnings before interest, income taxes and amortization excluding certain items (“EBITA”), which is the primary indicator used to plan and forecast future periods. The presentation of this financial measure facilitates meaningful comparison with prior periods, as management of the Company believes EBITA reports baseline performance and thus provides useful information.

Veeco Instruments Inc. and Subsidiaries

Segment Bookings, Revenues, and Reconciliation

of Operating Income (Loss) to EBITA

(In thousands)

(Unaudited)

	Three months ended						Year ended
	December 31,						December 31,
	2008			2007			2008			2007
LED & Solar Process Equipment
Bookings	$	43,649		$	42,522		$	160,162		$	163,970
Revenues	$	37,608		$	33,675		$	165,812		$	115,863

Operating income	$	783		$	4,681		$	19,616		$	9,694
Amortization expense	1,587			489			4,627			4,263
Restructuring expense	725			34			732			34
Purchase accounting adjustment	565			—			1,492			—
EBITA	$	3,660		$	5,204		$	26,467		$	13,991

Data Storage Process Equipment
Bookings	$	13,968		$	35,826		$	138,653		$	141,663
Revenues	$	45,026		$	37,329		$	149,123		$	136,169

Operating loss	$	(42,877	)	$	(6,374	)	$	(35,411	)	$	(6,332	)
Amortization expense	934			952			3,790			3,806
Restructuring expense	272			2,339			396			2,498
Asset impairment charge	51,102			1,068			51,102			1,068
Inventory write-off	—			4,821			—			4,821
EBITA	$	9,431		$	2,806		$	19,877		$	5,861

Metrology
Bookings	$	30,884		$	36,547		$	125,622		$	145,939
Revenues	$	27,710		$	35,818		$	127,874		$	150,443

Operating loss	$	(30,044	)	$	(2,479	)	$	(31,348	)	$	(997	)
Amortization expense	585			351			1,880			1,486
Restructuring expense	511			554			1,138			1,952
Asset impairment charge	21,935			—			21,935			—
Inventory write-off	2,900			—			2,900			—
EBITA	$	(4,113	)	$	(1,574	)	$	(3,495	)	$	2,441

Unallocated Corporate
Operating loss	$	(4,939	)	$	(4,430	)	$	(23,415	)	$	(14,426	)
Amortization expense	109			222			448			695
Restructuring expense	2,059			1,825			8,296			2,242
Asset impairment charge	—			—			285			—
EBITA	$	(2,771	)	$	(2,383	)	$	(14,386	)	$	(11,489	)

Total
Bookings	$	88,501		$	114,895		$	424,437		$	451,572
Revenues	$	110,344		$	106,822		$	442,809		$	402,475

Operating loss	$	(77,077	)	$	(8,602	)	$	(70,558	)	$	(12,061	)
Amortization expense	3,215			2,014			10,745			10,250
Restructuring expense	3,567			4,752			10,562			6,726
Purchase accounting adjustment	565			—			1,492			—
Asset impairment charge	73,037			1,068			73,322			1,068
Inventory write-off	2,900			4,821			2,900			4,821
EBITA	$	6,207		$	4,053		$	28,463		$	10,804

** Refer to footnotes on “Reconciliation of operating loss to earnings excluding certain items” for further details.

Veeco Instruments Inc. and Subsidiaries

Reconciliation of operating loss to earnings excluding certain items

(In thousands, except per share data)

(Unaudited)

	Guidance for the three
	months ended March 31, 2009
	LOW			HIGH

Operating loss	$	(21,000	)	$	(15,800	)

Adjustments:

Amortization expense	1,800			1,800
Restructuring expense	6,000		(1)	5,000		(1)
Equity-based compensation expense	1,700			1,700

Earnings before interest, income taxes and amortization excluding certain items (“EBITA”)	(11,500		)	(7,300		)

Interest expense, net	1,500			1,500
Adjustment for non-cash portion of interest expense	(700		)(2)	(700		)(2)

Earnings excluding certain items before income taxes	(12,300		)	(8,100		)

Income tax benefit at 35%	(4,305		)	(2,835		)

Earnings excluding certain items	$	(7,995	)	$	(5,265	)

Earnings excluding certain items per diluted share	$	(0.25	)	$	(0.17	)

Diluted weighted average shares outstanding	31,600			31,600

(1) During the first quarter of 2009, the Company expects to record a restructuring charge between $5.0 and $6.0 million.

(2) Adjustment to exclude non-cash interest on convertible subordinated notes.

Exhibit 99.2

Q4 2008 Earnings Call: Financial Highlights February 9, 2009

Veeco Business Snapshot 3-10% 5% >20% LED ~50% Solar Multi-Year End Market Growth Rate* #1 or #2 - large share in all products #1 equipment supplier for TFMH manufacturing #1 or #2 Veeco Market Position $128M $149M $166M 2008 Revenue Atomic Force Microscopes, Stylus & Optical Profilers Ion Beam Etch & Deposition, DLC, PVD, Saws & Lappers MOCVD, MBE, CIGS Sources, CIGS Web Coaters Core Technologies Metrology Data Storage Process Equipment LED & Solar Process Equipment *Sources: Strategies Unlimited, Canaccord, IDC, SDI, NSF, Veeco Estimates

2008 Financial Results Revenue up 10% to $443M LED and Solar revenue up 43% OPEX flat EBITA increased 163% from $11M to $28M Significantly improved balance sheet: generated cash and paid down debt Met Street guidance every quarter LED & Solar Process Equipment Data Storage Process Equipment Metrology (37%) (34%) (29%) LED & Solar Becomes Largest Veeco Business in 2008 ($M) $128 $166 $149

2008: Refocused Company and Drove Improved Performance Increased growth & profit in “green” equipment business (LED & Solar) Secured key new customers for MOCVD with K465 Realigned R&D spend: LED & Solar up 38% Grew “Solar” revenues to >$40M in 2008 (CIGS and CPV) Realigned Data Storage Business Consolidated overhead and locations; increased outsourcing Remained aligned with customers on key technology requirements Refocused Metrology business with new leadership to execute operational turnaround Strengthened organization and increased effectiveness across the Company Better product development programs Improved manufacturing efficiency: supply chain management, outsourcing initiatives Strengthened sales channel

Met Q4 and Full-Year 2008 Guidance: Grew Revenues, Gross Margins & Profitability *Note: See press release for detailed charges and GAAP reconciliation Q4 impairment charge necessitated by difficult market conditions $0.17 $0.51 $0.07 $0.11 Non-GAAP EPS* +163% 10.8 28.5 +51% 4.1 6.2 EBITA* (17.4) (71.1) (9.4) (72.0) Net Loss* +12% 162.3 181.0 +8% 40.5 43.6 Gross Profit* 41% 424.4 442.8 2008 +2pts -23% +3% Change +1pt 40% 38% 40% Gross Margin* -6% 451.6 114.9 88.5 Orders +10% 402.5 106.8 110.3 Revenue Change 2007 Q4 ’07 Q4 ’08 ($M except EPS)

Market Conditions Weaken End Market Conditions: LED & Solar: Q4 bookings better than expected...$44M included multi-system orders for LED & Solar...but outlook weak for new orders Data Storage: customers have frozen CAPEX; Q4 bookings of $14M included no system orders... some “technology buy” opportunities exist Metrology: Relatively stable environment for industrial and research market products, Q4 bookings flat at $31M... weak conditions continue in data storage and semiconductor LED & Data Storage customers push-out $30M of revenue from Q109...nearly half of $147M backlog currently forecasted for 2H09 revenue Q1 Guidance: Q109 Orders expected to be weaker than Q408 Q109 Revenue Guidance: $60-70M non-GAAP EPS ($0.25)-($0.17) Restructuring program implemented to significantly lower Company breakeven

Significantly Improved Balance Sheet in 2008 Retired $25M notes due 12/08 Repurchased $12.2M due 4/12 at very favorable pricing Q2 acquisition of Mill Lane, initial purchase price $11M Generated significant cash in 2008 - $19M free cash flow in Q4 alone Cash balance at year-end $104M...net debt now $5M Currently anticipate positive generation of cash in 2009 Balance of 12/31 220 200 143 105 96 53 26 5 0 50 100 150 200 250 2005 2006 2007 2008 ($M) Convertible Debt Net Debt

Restructuring Goal: To Emerge from Downturn in a Position of Strength Increased Variable Cost percentage for better performance through industry cycles Simplified organizational structure and lower company breakeven point An improved balance sheet Excellent customer connectivity and relationships Aligned to customers’ technology roadmaps Driving R&D spend toward high growth markets Leading market positions in our core technologies TARGETED POSITION FOR MARKET RECOVERY

Restructuring Program To Lower Quarterly Breakeven to $80M Goal to Return to EBITA Profitability by Q409 26% reduction in force (340 employees) – 70% complete by end Q1’09 1318 employees as of 9/30/08 Remainder of impacted employees will exit Veeco by 12/31/09 aligned with manufacturing transitions End of year headcount targeted <1,000 Centralized supply chain and operational organizations (began ’08)...qualified key APAC critical component vendors...driving material cost reductions Reduce manufacturing sites from 8 to 4 by end 2009 Product development/R&D groups remain for core technologies Increase outsourcing: lower expenses & improve variable cost structure 2008 progress begins to pay-off: by end of 2009 >80% of Veeco’s PE systems will be outsourced MOVE TO AN ORGANIZATIONAL STRUCTURE THAT ENABLES NEAR-TERM RETURN TO PROFITABILITY AND 15% EBITA AFTER MARKET RECOVERY

Decrease number of individual Veeco business units (cuts G&A) 2009 Compensation Changes: Executive pay cuts Decreased Board of Director compensation Employee wage freezes Significantly cut discretionary spending: travel, IT,Telecom, operating supplies, MarCom, etc. Restructuring results annualized savings of >$36M: Approximately $20M reduction in manufacturing labor and overhead and service costs which are included in cost of goods sold $16M reduction in operating spending MOVE TO AN ORGANIZATIONAL STRUCTURE THAT ENABLES NEAR-TERM RETURN TO PROFITABILITY AND 15% EBITA AFTER MARKET RECOVERY Restructuring Program Continued

Targeted Manufacturing Organization Optical AZ Separate Auto & Manual AFM CA Slider CA Ion Source CO Ion Beam NY CIGS Web MA MBE & CIGS Sources MN MOCVD NJ MBE & CIGS Sources MN MA Focus on prototypes i.e. only Move to outsource manufacturing Q4’09 Fully Outsourced manufacturing Q4’09 Products outsourced or moved to other Veeco sites Q2’09 Outsourced to Asia Centralize: Supply Chain Contract Man. Order Admin Services Org. Ion Beam Systems & Sources NY Optical AZ Unified AFM Business CA LED & Solar Sites Data Storage Sites Metrology TODAY END 2009

Restructuring Program Drives Lower Breakeven in 2009 6-7% $35-36M 43-44% $90-100M “Modest Recovery” Quarter 15-17%* 0-1% (10) – (20)% 6% EBITA%* $35-36M $34-35M $33-34M $37M Operating Spending 45-46% 41-42% 33-36% 39.5% GM $110-120M $80M $60-70M $110M Revenue “End Market Recovery” Model Breakeven Quarter Q1 ’09 “Trough” Q4 ’08 *Note: Beginning in Q1’09 EBITA calculation will exclude equity-based compensation. Q4 08 EBITA exclusive of equity based compensation is 7%.

Aligning Veeco R&D to High Growth Market Opportunities Approx. End Market 5% 5% 3-10% LED 20% Solar 50% Growth Rate MAINTAIN COMMITMENT TO CUSTOMER ROADMAPS IN ALL MARKETS More than doubling R&D in LED & Solar 20% 20% 16% 44% 44% 23% 7% 26% 0% 10% 20% 30% 40% 50% Hard Disk Drives Semiconductor Chips Research & Industrial Market LED & Solar Devices Actual R&D Spending % by Mkt ’07 Forecasted R&D Spending % by Mkt ’09

Summary 15-17%* 7.2% EBITA%* $35-36M $39M Operating Spending 45-46% 41% GM $110-120M $116M Revenue “End Market Recovery” Model Q308 Actual Track record of solid-execution in challenging 2008 Swift action to restructure Veeco: Simpler, more cost effective structure New quarterly breakeven $80M Scalable operational model capable of delivering solid profitability Aligned to multi-year technology growth opportunities *Note: Beginning in Q1’09 EBITA calculation will exclude equity-based compensation. Q3 08 EBITA exclusive of equity based compensation is 8%.

Safe Harbor Statement To the extent that this presentation discusses expectations or otherwise make 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 risk factors discussed in the Business Description and Management’s Discussion and Analysis sections of Veeco’s Annual Report on Form 10-K for the year ended December 31, 2007 and subsequent Quarterly Reports on Form 10-Q and current reports on Form 8-K. Veeco does not undertake any obligation to update any forward-looking statements to reflect future events or circumstances after the date of such statements. In addition, this presentation includes non-GAAP financial measures. For GAAP reconciliation, please refer to the reconciliation section in this presentation as well as Veeco’s financial press releases and 10-K and 10-Q filings available on www.veeco.com.

Back-Up and Reconciliation Slides

Income Statement (In thousands, except per share data) 31,020 31,347 31,128 31,500 Diluted weighted average shares outstanding 31,020 31,347 31,128 31,500 Weighted average shares outstanding ($0.56) ($2.27) ($0.30) ($2.29) Diluted net loss per common share ($0.56) ($2.27) ($0.30) ($2.29) Net loss per common share Loss per common share: ($17,359) ($71,063) ($9,374) ($72,009) Net loss (628) (230) (146) (30) Noncontrolling interest 3,651 1,892 161 (968) Income tax (benefit) provision (14,336) (69,401) (9,359) (73,007) Loss before income taxes and noncontrolling interest (738) (4,969) - (4,969) Gain on extinguishment of debt 3,013 3,812 757 899 Interest expense, net (12,061) (70,558) (8,602) (77,077) Operating loss (618) (668) (13) (77) Other income, net 1,068 73,322 1,068 73,037 Asset impairment charge 6,726 10,562 4,752 3,567 Restructuring expense 10,250 10,745 2,014 3,215 Amortization expense 61,174 60,353 14,833 15,180 Research and development expense 90,972 92,838 21,625 22,310 Selling, general and administrative expense Operating expenses: 157,511 176,594 35,677 40,155 Gross profit 244,964 266,215 71,145 70,189 Cost of sales $402,475 $442,809 $106,822 $110,344 Net sales (Unaudited) (Unaudited) 2007 2008 2007 2008 December 31, December 31, Year ended Three months ended

Q4 2008 Segment Performance *See reconciliation to GAAP at end of presentation (2.4) (2.8) Unallocated Corporate (4.1) 9.4 3.7 Q4 ’08 (1.5) 2.8 5.2 Q4 ’07 -15% -61% 3% $36 $36 $43 Q4 ’07 $31 $14 $44 Q4 ’08 -23% $36 $28 Metrology +21% $37 $45 Data Storage +12% $34 $37 LED & Solar Q4 ’07 Q4 ’08 $M Bookings Revenue EBITA* Veeco Total $89 $115 -23% $110 $107 +3% $6.2 $4.1

Segment Information ** Refer to footnotes on “Reconciliation of operating loss to earnings excluding certain items” (In thousands) $ 10,804 $ 28,463 $ 4,053 $ 6,207 EBITA 4,821 2,900 4,821 2,900 Inventory write-off 1,068 73,322 1,068 73,037 Asset impairment charge - 1,492 - 565 Purchase accounting adjustment 6,726 10,562 4,752 3,567 Restructuring expense 10,250 10,745 2,014 3,215 Amortization expense $ (12,061) $ (70,558) $ (8,602) $ (77,077) Operating loss $ 402,475 $ 442,809 $ 106,822 $ 110,344 Revenues $ 451,572 $ 424,437 $ 114,895 $ 88,501 Bookings Total $ (11,489) $ (14,386) $ (2,383) $ (2,771) EBITA - 285 - - Asset impairment charge 2,242 8,296 1,825 2,059 Restructuring expense 695 448 222 109 Amortization expense $ (14,426) $ (23,415) $ (4,430) $ (4,939) Operating loss Unallocated Corporate $ 2,441 $ (3,495) $ (1,574) $ (4,113) EBITA - 2,900 - 2,900 Inventory write-off - 21,935 - 21,935 Asset impairment charge 1,952 1,138 554 511 Restructuring expense 1,486 1,880 351 585 Amortization expense $ (997) $ (31,348) $ (2,479) $ (30,044) Operating loss $ 150,443 $ 127,874 $ 35,818 $ 27,710 Revenues $ 145,939 $ 125,622 $ 36,547 $ 30,884 Bookings Metrology $ 5,861 $ 19,877 $ 2,806 $ 9,431 EBITA 4,821 - 4,821 - Inventory write-off 1,068 51,102 1,068 51,102 Asset impairment charge 2,498 396 2,339 272 Restructuring expense 3,806 3,790 952 934 Amortization expense $ (6,332) $ (35,411) $ (6,374) $ (42,877) Operating loss $ 136,169 $ 149,123 $ 37,329 $ 45,026 Revenues $ 141,663 $ 138,653 $ 35,826 $ 13,968 Bookings Data Storage Process Equipment $ 13,991 $ 26,467 $ 5,204 $ 3,660 EBITA - 1,492 - 565 Purchase accounting adjustment 34 732 34 725 Restructuring expense 4,263 4,627 489 1,587 Amortization expense $ 9,694 $ 19,616 $ 4,681 $ 783 Operating income $ 115,863 $ 165,812 $ 33,675 $ 37,608 Revenues $ 163,970 $ 160,162 $ 42,522 $ 43,649 Bookings LED & Solar Process Equipment 2007 2008 2007 2008 December 31, December 31, Year ended Three months ended

Reconciliation During 2008, the Company recorded a restructuring charge of $10.6 million, of which $3.6 million was incurred during the fourth quarter, $4.1 million was incurred during the third quarter and $2.9 million was incurred during the first quarter. These restructuring charges consisted of personnel severance costs and lease-related commitments. During 2007, the Company recorded a restructuring charge of $6.7 million, of which $4.7 million was incurred during the fourth quarter, $0.5 million was incurred during the third quarter and $1.5 million was incurred during the second quarter. The fourth quarter restructuring charge consisted of $2.9 million of personnel severance costs, and $1.8 million of commitments associated with discontinued product lines. The third quarter and second quarter restructuring charges consisted of personnel severance costs. During 2008, the Company recorded $1.5 million in cost of sales related to the acquisition of Mill Lane Engineering, of which $0.6 million was recorded during the fourth quarter. This was the result of purchase accounting, which requires adjustments to capitalize inventory at fair value. During 2008, the Company recorded a $73.3 million asset impairment charge, of which $73.0 million was recorded during the fourth quarter and $0.3 million was recorded during the first quarter. The fourth quarter charge consisted of $52.3 million related to goodwill and $20.7 million related to other long-lived assets. The first quarter charge consisted of $0.3 million related to fixed asset write-offs associated with the consolidation and relocation of our Corporate headquarters. During the fourth quarter of 2007, the Company recorded a $1.1 million asset impairment charge related to fixed assets associated with discontinued product lines. During the fourth quarter of 2008, the Company recorded a $2.9 million inventory write-off in its Metrology segment associated with legacy semiconductor products. This was included in cost of sales in the GAAP income statement. During the fourth quarter of 2007, the Company recorded a $4.8 million inventory write-off associated with discontinued product lines. This was included in cost of sales in the GAAP income statement. During the fourth quarter of 2008, the Company repurchased $12.2 million aggregate principal amount of its 4.125% convertible subordinated notes. As a result of these repurchases, the Company recorded a net gain from the early extinguishment of debt in the amount of $5.0 million. During the first quarter of 2007, the Company repurchased $56.0 million aggregate principal amount of its 4.125% convertible subordinated notes. As a result of these repurchases, the Company recorded a net gain from the early extinguishment of debt in the amount of $0.7 million. Note: The above reconciliation is intended to present Veeco's operating results, excluding certain items and providing income taxes at a 35% statutory rate. This reconciliation is not in accordance with, or an alternative method for, generally accepted accounting principles in the United States, and may be different from similar measures presented by other companies. Management of the Company evaluates performance of its business units based on earnings before interest, income taxes and amortization excluding certain items ("EBITA"), which is the primary indicator used to plan and forecast future periods. The presentation of this financial measure facilitates meaningful comparison with prior periods, as management of the Company believes EBITA reports baseline performance and thus provides useful information. (In thousands, except per share data) 31,346 31,516 31,399 31,564 Diluted weighted average shares outstanding $0.17 $0.51 $0.07 $0.11 Earnings excluding certain items per diluted share $5,472 $16,173 $2,237 $3,470 Earnings excluding certain items (408) (150) (95) (20) Noncontrolling interest, net of income tax provision at 35% 2,727 8,628 1,154 1,858 Income tax provision at 35% 7,791 24,651 3,296 5,308 noncontrolling interest Earnings excluding certain items before income taxes and 738 4,969 - 4,969 Adjustment to exclude gain on extinguishment of debt (9) (738) (8) (4,969) - (8) (4,969) Gain on extinguishment of debt 3,013 3,812 757 899 Interest expense, net 10,804 28,463 4,053 6,207 excluding certain items ("EBITA") Earnings before interest, income taxes and amortization (7) 4,821 (6) 2,900 (7) 4,821 (6) 2,900 Inventory write-off (5) 1,068 (4) 73,322 (5) 1,068 (4) 73,037 Asset impairment charge - (3) 1,492 - (3) 565 Purchase accounting adjustment (2) 6,726 (1) 10,562 (2) 4,752 (1) 3,567 Restructuring expense 10,250 10,745 2,014 3,215 Amortization expense Adjustments: ($12,061) ($70,558) ($8,602) ($77,077) Operating loss 2007 2008 2007 2008 December 31, December 31, Year ended Three months ended

Balance Sheet (In thousands) $ 529,334 $ 429,541 Total liabilities and shareholders’ equity 273,677 214,687 Shareholders’ equity 1,014 784 Noncontrolling interest 1,978 2,391 Other non-current liabilities 121,035 108,669 Long-term debt 3,712 4,540 Deferred income taxes 127,918 98,470 Total current liabilities 25,550 196 Current portion of long-term debt 2,278 354 Income taxes payable 3,250 1,346 Deferred profit 60,201 66,964 Accrued expenses $ 36,639 $ 29,610 Accounts payable Current liabilities: LIABILITIES AND SHAREHOLDERS’ EQUITY $ 529,334 $ 429,541 Total assets 59,860 39,011 Other assets, net 100,898 59,160 Goodwill 66,142 64,372 Property, plant and equipment, net 302,434 266,998 Total current assets 2,649 2,185 Deferred income taxes 8,901 6,425 Prepaid expenses and other current assets 98,594 94,930 Inventories, net 75,207 59,659 Accounts receivable, net $ 117,083 $ 103,799 Cash and cash equivalents Current assets: ASSETS (Unaudited) 2007 2008 December 31, December 31,

Q1 2009 Guidance (1) During the first quarter of 2009, the Company expects to record a restructuring charge between $5.0 and $6.0 million. (2) Adjustment to exclude non-cash interest on convertible subordinated notes. (3) NOTE - The above reconciliation is intended to present Veeco’s operating results, excluding certain items and providing income taxes at a 35% statutory rate. This reconciliation is not in accordance with, or an alternative method for, generally accepted accounting principles in the United States, and may be different from similar measures presented by other companies. Management of the Company evaluates performance of its business units based on earnings before interest, income taxes and amortization excluding certain items (“EBITA”), which is the primary indicator used to plan and forecast future periods. The presentation of this financial measure facilitates meaningful comparison with prior periods, as management of the Company believes EBITA reports baseline performance and thus provides useful information. (Unaudited) 31,600 31,600 Diluted weighted average shares outstanding ($0.17) ($0.25) Earnings excluding certain items per diluted share ($5,265) ($7,995) Earnings excluding certain items (2,835) (4,305) Income tax benefit at 35% (8,100) (12,300) Earnings excluding certain items before income taxes (2) (700) (2) (700) Adjustment for non-cash portion of interest expense 1,500 1,500 Interest expense, net (7,300) (11,500) excluding certain items (“EBITA”) Earnings before interest, income taxes and amortization 1,700 1,700 Equity-based compensation expense (1) 5,000 (1) 6,000 Restructuring expense 1,800 1,800 Amortization expense Adjustments: ($15,800) ($21,000) Operating loss HIGH LOW months ended March 31, 2009 Guidance for the three