8-K

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): May 20, 2010

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):

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

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

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

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

Item 5.03   Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On May 20, 2010, Veeco’s Board of Directors voted to amend Veeco’s Bylaws to reduce the minimum number of directors on each of the Compensation Committee and the Governance Committee of the Board from three to two.  This change was made in connection with the recent reduction in the size of Veeco’s Board from eight to six members.  A copy of the amendment is furnished as Exhibit 3.1 to this report.

Section 9 - Financial Statements and Exhibits

Item 9.01   Financial Statements and Exhibits.

(d)           Exhibits.

Exhibit	Description
3.1	Amendment No. 1 to the Fourth Amended and Restated Bylaws of Veeco effective May 20, 2010

The information in this report, including the exhibit, 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 this exhibit 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.

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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.

May 26, 2010	VEECO INSTRUMENTS INC.
	By:	/s/ Gregory A. Robbins
	Name:	Gregory A. Robbins
	Title:	Senior Vice President and General Counsel

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EXHIBIT INDEX

Exhibit	Description
3.1	Amendment No. 1 to the Fourth Amended and Restated Bylaws of Veeco effective May 20, 2010

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EX-3.1

EXHIBIT 3.1

AMENDMENT NO. 1 TO THE

FOURTH AMENDED AND RESTATED BYLAWS

of

VEECO INSTRUMENTS INC.

(the “Corporation”)

Effective May 20, 2010

The Bylaws shall be amended as follows:

The first sentence of Section 3.3(a) — Compensation Committee shall be deleted in its entirety and replaced with the following:

The Compensation Committee shall be comprised of two (2) or more directors (as set from time to time by resolution of a majority of the entire Board).

The first sentence of Section 3.3(c) — Governance Committee shall be deleted in its entirety and replaced with the following:

The Governance Committee shall be comprised of two (2) or more directors (as set from time to time by resolution of a majority of the entire Board).

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