<PAGE>

       AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 5, 2000

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                -----------------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                             VEECO INSTRUMENTS INC.
             (Exact name of registrant as specified in its charter)

             Delaware                                   11-2989601
 (State or other jurisdiction of           (I.R.S. Employer Identification No.)
  incorporation or organization)


   Terminal Drive, Plainview, New York                    11803
 (Address of principal executive offices)              (Zip Code)


                                    CVC, INC.
                  1999 NONEMPLOYEE DIRECTORS' STOCK OPTION PLAN

                                    CVC, INC.
                   AMENDED AND RESTATED 1997 STOCK OPTION PLAN

                      CVC HOLDINGS, INC. STOCK OPTION PLAN

                      NON-QUALIFIED STOCK OPTION AGREEMENTS
                       DATED AS OF MARCH 31, 1999 BETWEEN
                    COMMONWEALTH SCIENTIFIC CORPORATION, INC.
                       AND CERTAIN EMPLOYEES AND DIRECTORS

        INCENTIVE STOCK OPTION AGREEMENTS BETWEEN COMMONWEALTH SCIENTIFIC
                    CORPORATION, INC. AND CERTAIN EMPLOYEES

     CVC HOLDINGS, INC. STOCK OPTION AGREEMENTS BETWEEN CVC HOLDINGS, INC.
                             AND CERTAIN EMPLOYEES
                            (Full title of the plans)

                            Gregory A. Robbins, Esq.
                       Vice President and General Counsel
                             Veeco Instruments Inc.
                                 Terminal Drive
                            Plainview, New York 11803
                     (Name and address of agent for service)

                                 (516) 349-8300
          (Telephone number, including area code, of agent for service)

                                   Copies to:
                              Rory A. Greiss, Esq.
                   Kaye, Scholer, Fierman, Hays & Handler, LLP
                                 425 Park Avenue
                            New York, New York 10022
                                 (212) 836-8000


<PAGE>

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>

========================================================================================================================
                                                                 PROPOSED          PROPOSED MAXIMUM
                                       AMOUNT OF SHARES      MAXIMUM OFFERING         AGGREGATE            AMOUNT OF
TITLE OF SECURITIES TO BE REGISTERED TO BE REGISTERED (1)     PRICE PER UNIT        OFFERING PRICE     REGISTRATION FEE
------------------------------------ --------------------- --------------------  --------------------  -----------------
<S>                                                <C>               <C>                <C>                    <C>
Common Stock,
par value $.01 per share                            11,610           $44.451(2)           $516,077(2)          $  136.24

Common Stock,
 par value $.01 per share                          283,815           $21.869(2)         $6,206,816(2)          $1,638.60

Common Stock,
 par value $.01 per share                          157,881            $10.51(2)         $1,659,344(2)          $  438.07

Common Stock,
par value $.01 per share                            42,289           $15.165(2)           $641,302(2)          $  169.30

Common Stock,
par value $.01 per share                            41,200            $16.16(2)           $665,792(2)          $  175.77

Common Stock,
par value $.01 per share                            24,863             $8.65(2)           $215,065(2)          $   56.78

Common Stock,
par value $.01 per share                           352,026             $2.89(2)         $1,017,791(2)          $  268.70
========================================================================================================================

</TABLE>

(1)      On May 5, 2000, pursuant to an Agreement and Plan of Merger dated
         February 29, 2000, a wholly-owned subsidiary of the Registrant merged
         (the "Merger") with and into CVC, Inc. ("CVC"). In connection with such
         Merger, the Registrant assumed certain option plans and option
         agreements of CVC. Accordingly, as of the effective time of the Merger,
         the Common Stock of the Registrant was substituted for the common stock
         of CVC previously issuable under such CVC option plans and option
         agreements. Accordingly, the numbers of shares of the Registrant's
         Common Stock listed in the above table represents in the aggregate (a)
         11,610 shares of the Registrant's Common Stock reserved for issuance
         pursuant to the CVC 1999 Nonemployee Directors' Stock Option Plan, (b)
         283,815 shares of the Registrant's Common Stock reserved for issuance
         pursuant to the CVC Amended and Restated 1997 Stock Option Plan, (c)
         157,881 shares of the Registrant's Common Stock reserved for issuance
         under the CVC Holdings, Inc. Stock Option Plan, (d) 42,289 shares of
         the Registrant's Common Stock reserved for issuance pursuant to certain
         stand-alone Stock Option Agreements between certain employees of
         Commonwealth Scientific Corporation, Inc. ("Commonwealth") and
         Commonwealth, which agreements were assumed by CVC in a prior merger
         with Commonwealth, (e) 41,200 shares of the Registrant's Common Stock
         reserved for issuance pursuant to certain stand-alone Incentive Stock
         Option Agreements between certain employees of Commonwealth and
         Commonwealth, which agreements were assumed by CVC in a prior merger
         with Commonwealth, (f) 24,863 shares of the Registrant's Common Stock
         reserved for issuance pursuant to certain stand-alone Incentive Stock
         Option Agreements between certain employees of Commonwealth and
         Commonwealth, which agreements were assumed by CVC in a prior merger
         with Commonwealth, and (g) 352,026 shares of Common Stock reserved for
         issuance pursuant to certain stand-alone Stock Option Agreements
         between employees of CVC Holdings, Inc. and CVC Holdings, Inc. The
         option plans and option agreements described in this Note (1) are
         referred to collectively as the "CVC Option Plans."

(2)      Calculated pursuant to Rule 457(h)(1), based upon the weighted average
         exercise price payable by option holders upon option exercise to
         purchase shares of the Registrant's Common Stock pursuant to the
         relevant CVC Option Plan(s).


                                        2

<PAGE>


                            SECTION 10(a) PROSPECTUS

         The documents containing the information specified in Part I of this
Registration Statement on Form S-8 will be sent or given to participants in the
Plans as specified by Rule 428(b)(i) under the Securities Act of 1933, as
amended. Such documents are not required to be, and are not being, filed by the
Registrant with the Securities and Exchange Commission, either as part of this
Registration Statement or as prospectuses or prospectus supplements pursuant to
Rule 424 under the Securities Act of 1933, as amended. Such documents, together
with the documents incorporated by reference herein pursuant to Item 3 of Part
II of this Registration Statement on Form S-8, constitute a prospectus that
meets the requirements of Section 10(a) of the Securities Act of 1933, as
amended.



                                        3

<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents filed by Veeco Instruments Inc. (the "Company")
with the Securities and Exchange Commission are hereby incorporated herein by
reference:

         1.       The Company's Annual Report on Form 10-K for the fiscal year
                  ended December 31, 1999.

         2.       The Company's amendment on Form 8-K/A filed with the
                  Securities and Exchange Commission on January 12, 2000,
                  relating to its Current Report on Form 8-K previously filed
                  therewith.

         3.       The Company's amendment to its Annual Report for the fiscal
                  year ended December 31, 1999 on Form 10-K/A filed on April 4,
                  2000.

         4.       The Company's Current Report on Form 8-K filed with the
                  Securities and Exchange Commission on March 13, 2000.

         5.       The description of the Company's common stock, par value $.01
                  per share, contained in the Company's Registration Statement
                  on Form 8-A, dated November 18, 1994, and any amendments or
                  reports filed for the purpose of updating that description.

         All documents filed by the Company with the Securities and Exchange
Commission after the date hereof pursuant to Sections 13(a), 13(c), 14 and 15(d)
of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), prior
to the filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then remaining
unsold, shall be deemed incorporated by reference herein and to be a part hereof
from the date of filing such documents.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         The Company's Amended and Restated Certificate of Incorporation permits
the Company to indemnify to the fullest extent permitted by Section 145 of the
Delaware General Corporation Law (the "DGCL") each person that such Section
grants the Company the power to indemnify. The Company's Amended and Restated
Certificate of Incorporation eliminates the personal liability of directors to
the Company or its stockholders for monetary damages for breaches of fiduciary
duty as directors to the fullest extent permitted by Delaware law. These
provisions of the Company's Amended and Restated Certificate of Incorporation
are consistent with the DGCL, which permits a Delaware corporation (i) to
include in its certificate of incorporation a provision limiting or eliminating
a director's liability for monetary damages for breach of the duty of care and
(ii) to indemnify certain individuals, including its directors, officers and
employees.

         These provisions of the Company's Amended and Restated Certificate of
Incorporation protect the Company's directors against personal liability for
monetary damages resulting from breaches of their fiduciary duty of care, except



                                        4

<PAGE>


as set forth below. Under the DGCL, absent these provisions, directors could be
held liable for gross negligence in the performance of their duty of care but
not for simple negligence. These provisions of the Company's Amended and
Restated Certificate of Incorporation absolve directors of liability for
negligence in the performance of their duties, including gross negligence.
Directors remain liable for breaches of their duty of loyalty to the Company and
its stockholders, as well as acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law and transactions
from which a director derives improper personal benefit. These provisions also
do not absolve directors of liability under Section 174 of the DGCL, which makes
directors personally liable for unlawful dividends or unlawful stock repurchases
or redemptions and expressly sets forth a negligence standard with respect to
such liability.

         Under the DGCL, current and former directors and officers as well as
other employees and individuals (and persons serving at the request of the
Company as a director, officer, employee or agent for another entity) may be
indemnified against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement in connection with specified actions, suits or
proceedings, whether civil, criminal, administrative or investigative (other
than an action by or in the right of the corporation -- a "derivative action"),
if they acted in good faith and in a manner they reasonably believed to be in or
not opposed to the best interest of the Company and, with respect to any
criminal action or proceeding, had no reasonable cause to believe their conduct
was unlawful. A similar standard of care is applicable in the case of derivative
actions, except that indemnification only extends to expenses (including
attorneys' fees) actually and reasonably incurred in connection with the defense
or settlement of such an action and the DGCL requires court approval before
there can be any indemnification of expenses where the person seeking
indemnification has been found liable to the Company.

         The DGCL provides that the indemnification and advancement of expenses
granted pursuant to it shall, unless otherwise provided when authorized,
continue as to each person who has ceased to be a director, officer, employee or
agent and shall inure to the benefit of the heirs, executors and administrators
of such a person.

         The Company maintains insurance to cover directors and officers against
liability which they may incur in such capacity.

         Except to the extent hereinabove set forth, there is no charter
provision, by-law, contract, arrangement or statute under which any director or
officer of the Company is insured or indemnified in any manner against any
liability which he may incur in his capacity as such.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended (the "Securities Act"), may be permitted to directors,
officers or persons controlling the Company pursuant to the foregoing
provisions, the Company has been informed that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Securities Act, and is therefore unenforceable.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

          Not applicable.

ITEM 8.   EXHIBITS.

EXHIBIT NO.       DESCRIPTION
-----------       -----------

4.1               CVC, Inc. 1999 Non-employee Directors' Stock Option Plan.*

4.2               CVC, Inc. Amended and Restated 1997 Stock Option Plan.*

4.3               Stock Option Plan of CVC Holdings, Inc.*



                                        5

<PAGE>


4.4               Form of Commonwealth Scientific Corporation, Inc.
                  Non-Qualified Stock Option Agreement.*

4.5               Form of Commonwealth Scientific Corporation, Inc. Incentive
                  Stock Option Agreement.*

4.6               Stock Option Agreement Between CVC Holdings, Inc. and Thomas
                  Omstead, effective September 4, 1997.*

4.7               Stock Option Agreement Between CVC Holdings, Inc. and Emilio
                  O. DiCataldo, effective August 28, 1995.*

4.8               Stock Option Agreement Between CVC Holdings, Inc. and Richard
                  Chicotka, effective August 11, 1995.*

4.9               Stock Option Agreement Between CVC Holdings, Inc. and Lino
                  Velo, effective October 17, 1994.*

4.10              Stock Option Agreement Between CVC Holdings, Inc. and Phillip
                  Chapados, effective August 15, 1994.*

4.11              Stock Option Agreement Between CVC Holdings, Inc. and Cecil
                  Davis, effective December 19, 1994.*

4.12              Stock Option Agreement Between CVC Holdings, Inc. and Ahmad
                  Kermani, effective October 15, 1993.*

4.13              Stock Option Agreement Between CVC Holdings, Inc. and
                  Christopher Mann, effective December 21, 1990.*

4.14              Stock Option Agreement Between CVC Holdings, Inc. and
                  Christine B. Whitman, effective December 21, 1990.*

5.1               Opinion of Kaye, Scholer, Fierman, Hays & Handler, LLP with
                  respect to the legality of securities being registered.*

23.1              Consent of Ernst & Young LLP.*

23.2              Consent of Arthur Andersen LLP.*

23.3              Consent of Kaye, Scholer, Fierman, Hays & Handler, LLP
                  (included in Exhibit 5.1).

24                Powers of Attorney.*


---------------------------
*        Filed herewith.


ITEM 9.  UNDERTAKINGS.

         The undersigned registrant hereby undertakes:

         A.   1.   To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement to include any
material information with respect to the plan of distribution not previously
disclosed in the registration statement or any material change to such
information in the registration statement.



                                        6

<PAGE>


              2.   That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed the initial
bona fide offering thereof.

              3.   To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

         B.   The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in this
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial BONA FIDE offering thereof.

         C.   Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act of 1933 and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.



                                        7
<PAGE>

                                   SIGNATURES

                  Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Plainview, State of New York on May 5, 2000.


                                    VEECO INSTRUMENTS INC.

                                    By: /s/ EDWARD H. BRAUN
                                        -------------------------------
                                            Edward H. Braun
                                            Chairman and Chief Executive Officer


                  Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed by the following persons in the
capacities indicated on May 5, 2000.


NAME AND TITLE
--------------

/s/ EDWARD H. BRAUN
------------------------
Edward H. Braun
Chairman, Chief Executive Officer
and Director (principal executive officer)


     *
------------------------
Richard A. D'Amore
Director


     *
------------------------
Joel A. Elftman
Director


     *
------------------------
Heinz K. Friedrich
Director


     *
------------------------
Dr. Paul R. Low
Director


     *
------------------------
Roger D. McDaniel
Director


     *
------------------------
Irwin H. Pfister
Director



                                        8
<PAGE>



     *
------------------------------
Walter J. Scherr
Director


/s/ JOHN F. REIN, JR.
------------------------------
John F. Rein, Jr.
Executive Vice President-Finance,
Chief Financial Officer, Secretary and
Treasurer (principal financial officer)


/s/ JOHN P. KIERNAN
------------------------------
John P. Kiernan
Vice President - Corporate Controller
(principal accounting officer)


* By: /s/ GREGORY A. ROBBINS
      ------------------------
          Gregory A. Robbins
          Attorney-in-Fact




                                        9

<PAGE>


                                  EXHIBIT INDEX


EXHIBIT NO.       DESCRIPTION
-----------       -----------

4.1               CVC, Inc. 1999 Nonemployee Directors' Stock Option Plan.*

4.2               CVC, Inc. Amended and Restated 1997 Stock Option Plan.*

4.3               Stock Option Plan of CVC Holdings, Inc..*

4.4               Form of Commonwealth Scientific Corporation, Inc.
                  Non-Qualified Stock Option Agreement.*

4.5               Form of Commonwealth Scientific Corporation, Inc. Incentive
                  Stock Option Agreement.*

4.6               Stock Option Agreement Between CVC Holdings, Inc. and Thomas
                  Omstead, effective September 4, 1997.*

4.7               Stock Option Agreement Between CVC Holdings, Inc. and Emilio
                  O. DiCataldo, effective August 28, 1995.*

4.8               Stock Option Agreement Between CVC Holdings, Inc. and Richard
                  Chicotka, effective August 11, 1995.*

4.9               Stock Option Agreement Between CVC Holdings, Inc. and Lino
                  Velo, effective October 17, 1994.*

4.10              Stock Option Agreement Between CVC Holdings, Inc. and Phillip
                  Chapados, effective August 15, 1994.*

4.11              Stock Option Agreement Between CVC Holdings, Inc. and Cecil
                  Davis, effective December 19, 1994.*

4.12              Stock Option Agreement Between CVC Holdings, Inc. and Ahmad
                  Kermani, effective October 15, 1993.*

4.13              Stock Option Agreement Between CVC Holdings, Inc. and
                  Christopher Mann, effective December 21, 1990.*

4.14              Stock Option Agreement Between CVC Holdings, Inc. and
                  Christine B. Whitman, effective December 21, 1990.*

5.1               Opinion of Kaye, Scholer, Fierman, Hays & Handler, LLP with
                  respect to the legality of securities being registered.*

23.1              Consent of Ernst & Young LLP.*

23.2              Consent of Arthur Andersen LLP.*

23.3              Consent of Kaye, Scholer, Fierman, Hays & Handler, LLP
                  (included in Exhibit 5.1).

24.1              Powers of Attorney.*


------------------------
*        Filed herewith.




                                       10
[{"type": "S-8", "sequence": "1", "description": "S-8", "secsgml_size_bytes": 24387}]
{"company-data": {"conformed-name": "VEECO INSTRUMENTS INC", "cik": "0000103145", "assigned-sic": "3829", "irs-number": "112989601", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-36348", "film-number": "620205"}, "business-address": {"street1": "TERMINAL DR", "city": "PLAINVIEW", "state": "NY", "zip": "11803", "phone": "5163498300"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 5, 2000

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                -----------------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                             VEECO INSTRUMENTS INC.
             (Exact name of registrant as specified in its charter)

             Delaware                                   11-2989601
 (State or other jurisdiction of           (I.R.S. Employer Identification No.)
  incorporation or organization)

   Terminal Drive, Plainview, New York                    11803
 (Address of principal executive offices)              (Zip Code)

                                    CVC, INC.
                  1999 NONEMPLOYEE DIRECTORS' STOCK OPTION PLAN

                                    CVC, INC.
                   AMENDED AND RESTATED 1997 STOCK OPTION PLAN

                      CVC HOLDINGS, INC. STOCK OPTION PLAN

                      NON-QUALIFIED STOCK OPTION AGREEMENTS
                       DATED AS OF MARCH 31, 1999 BETWEEN
                    COMMONWEALTH SCIENTIFIC CORPORATION, INC.
                       AND CERTAIN EMPLOYEES AND DIRECTORS

        INCENTIVE STOCK OPTION AGREEMENTS BETWEEN COMMONWEALTH SCIENTIFIC
                    CORPORATION, INC. AND CERTAIN EMPLOYEES

     CVC HOLDINGS, INC. STOCK OPTION AGREEMENTS BETWEEN CVC HOLDINGS, INC.
                             AND CERTAIN EMPLOYEES
                            (Full title of the plans)

                            Gregory A. Robbins, Esq.
                       Vice President and General Counsel
                             Veeco Instruments Inc.
                                 Terminal Drive
                            Plainview, New York 11803
                     (Name and address of agent for service)

                                 (516) 349-8300
          (Telephone number, including area code, of agent for service)

                                   Copies to:
                              Rory A. Greiss, Esq.
                   Kaye, Scholer, Fierman, Hays & Handler, LLP
                                 425 Park Avenue
                            New York, New York 10022
                                 (212) 836-8000
CALCULATION OF REGISTRATION FEE
========================================================================================================================
                                                                 PROPOSED          PROPOSED MAXIMUM
                                       AMOUNT OF SHARES      MAXIMUM OFFERING         AGGREGATE            AMOUNT OF
TITLE OF SECURITIES TO BE REGISTERED TO BE REGISTERED (1)     PRICE PER UNIT        OFFERING PRICE     REGISTRATION FEE
------------------------------------ --------------------- --------------------  --------------------  -----------------
Common Stock,
par value $.01 per share                            11,610           $44.451(2)           $516,077(2)          $  136.24

Common Stock,
 par value $.01 per share                          283,815           $21.869(2)         $6,206,816(2)          $1,638.60

Common Stock,
 par value $.01 per share                          157,881            $10.51(2)         $1,659,344(2)          $  438.07

Common Stock,
par value $.01 per share                            42,289           $15.165(2)           $641,302(2)          $  169.30

Common Stock,
par value $.01 per share                            41,200            $16.16(2)           $665,792(2)          $  175.77

Common Stock,
par value $.01 per share                            24,863             $8.65(2)           $215,065(2)          $   56.78

Common Stock,
par value $.01 per share                           352,026             $2.89(2)         $1,017,791(2)          $  268.70
========================================================================================================================
(1)      On May 5, 2000, pursuant to an Agreement and Plan of Merger dated
         February 29, 2000, a wholly-owned subsidiary of the Registrant merged
         (the "Merger") with and into CVC, Inc. ("CVC"). In connection with such
         Merger, the Registrant assumed certain option plans and option
         agreements of CVC. Accordingly, as of the effective time of the Merger,
         the Common Stock of the Registrant was substituted for the common stock
         of CVC previously issuable under such CVC option plans and option
         agreements. Accordingly, the numbers of shares of the Registrant's
         Common Stock listed in the above table represents in the aggregate (a)
         11,610 shares of the Registrant's Common Stock reserved for issuance
         pursuant to the CVC 1999 Nonemployee Directors' Stock Option Plan, (b)
         283,815 shares of the Registrant's Common Stock reserved for issuance
         pursuant to the CVC Amended and Restated 1997 Stock Option Plan, (c)
         157,881 shares of the Registrant's Common Stock reserved for issuance
         under the CVC Holdings, Inc. Stock Option Plan, (d) 42,289 shares of
         the Registrant's Common Stock reserved for issuance pursuant to certain
         stand-alone Stock Option Agreements between certain employees of
         Commonwealth Scientific Corporation, Inc. ("Commonwealth") and
         Commonwealth, which agreements were assumed by CVC in a prior merger
         with Commonwealth, (e) 41,200 shares of the Registrant's Common Stock
         reserved for issuance pursuant to certain stand-alone Incentive Stock
         Option Agreements between certain employees of Commonwealth and
         Commonwealth, which agreements were assumed by CVC in a prior merger
         with Commonwealth, (f) 24,863 shares of the Registrant's Common Stock
         reserved for issuance pursuant to certain stand-alone Incentive Stock
         Option Agreements between certain employees of Commonwealth and
         Commonwealth, which agreements were assumed by CVC in a prior merger
         with Commonwealth, and (g) 352,026 shares of Common Stock reserved for
         issuance pursuant to certain stand-alone Stock Option Agreements
         between employees of CVC Holdings, Inc. and CVC Holdings, Inc. The
         option plans and option agreements described in this Note (1) are
         referred to collectively as the "CVC Option Plans."

(2)      Calculated pursuant to Rule 457(h)(1), based upon the weighted average
         exercise price payable by option holders upon option exercise to
         purchase shares of the Registrant's Common Stock pursuant to the
         relevant CVC Option Plan(s).

                                        2
SECTION 10(a) PROSPECTUS

         The documents containing the information specified in Part I of this
Registration Statement on Form S-8 will be sent or given to participants in the
Plans as specified by Rule 428(b)(i) under the Securities Act of 1933, as
amended. Such documents are not required to be, and are not being, filed by the
Registrant with the Securities and Exchange Commission, either as part of this
Registration Statement or as prospectuses or prospectus supplements pursuant to
Rule 424 under the Securities Act of 1933, as amended. Such documents, together
with the documents incorporated by reference herein pursuant to Item 3 of Part
II of this Registration Statement on Form S-8, constitute a prospectus that
meets the requirements of Section 10(a) of the Securities Act of 1933, as
amended.

                                        3
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents filed by Veeco Instruments Inc. (the "Company")
with the Securities and Exchange Commission are hereby incorporated herein by
reference:

         1.       The Company's Annual Report on Form 10-K for the fiscal year
                  ended December 31, 1999.

         2.       The Company's amendment on Form 8-K/A filed with the
                  Securities and Exchange Commission on January 12, 2000,
                  relating to its Current Report on Form 8-K previously filed
                  therewith.

         3.       The Company's amendment to its Annual Report for the fiscal
                  year ended December 31, 1999 on Form 10-K/A filed on April 4,
                  2000.

         4.       The Company's Current Report on Form 8-K filed with the
                  Securities and Exchange Commission on March 13, 2000.

         5.       The description of the Company's common stock, par value $.01
                  per share, contained in the Company's Registration Statement
                  on Form 8-A, dated November 18, 1994, and any amendments or
                  reports filed for the purpose of updating that description.

         All documents filed by the Company with the Securities and Exchange
Commission after the date hereof pursuant to Sections 13(a), 13(c), 14 and 15(d)
of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), prior
to the filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then remaining
unsold, shall be deemed incorporated by reference herein and to be a part hereof
from the date of filing such documents.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         The Company's Amended and Restated Certificate of Incorporation permits
the Company to indemnify to the fullest extent permitted by Section 145 of the
Delaware General Corporation Law (the "DGCL") each person that such Section
grants the Company the power to indemnify. The Company's Amended and Restated
Certificate of Incorporation eliminates the personal liability of directors to
the Company or its stockholders for monetary damages for breaches of fiduciary
duty as directors to the fullest extent permitted by Delaware law. These
provisions of the Company's Amended and Restated Certificate of Incorporation
are consistent with the DGCL, which permits a Delaware corporation (i) to
include in its certificate of incorporation a provision limiting or eliminating
a director's liability for monetary damages for breach of the duty of care and
(ii) to indemnify certain individuals, including its directors, officers and
employees.

         These provisions of the Company's Amended and Restated Certificate of
Incorporation protect the Company's directors against personal liability for
monetary damages resulting from breaches of their fiduciary duty of care, except

                                        4
as set forth below. Under the DGCL, absent these provisions, directors could be
held liable for gross negligence in the performance of their duty of care but
not for simple negligence. These provisions of the Company's Amended and
Restated Certificate of Incorporation absolve directors of liability for
negligence in the performance of their duties, including gross negligence.
Directors remain liable for breaches of their duty of loyalty to the Company and
its stockholders, as well as acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law and transactions
from which a director derives improper personal benefit. These provisions also
do not absolve directors of liability under Section 174 of the DGCL, which makes
directors personally liable for unlawful dividends or unlawful stock repurchases
or redemptions and expressly sets forth a negligence standard with respect to
such liability.

         Under the DGCL, current and former directors and officers as well as
other employees and individuals (and persons serving at the request of the
Company as a director, officer, employee or agent for another entity) may be
indemnified against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement in connection with specified actions, suits or
proceedings, whether civil, criminal, administrative or investigative (other
than an action by or in the right of the corporation -- a "derivative action"),
if they acted in good faith and in a manner they reasonably believed to be in or
not opposed to the best interest of the Company and, with respect to any
criminal action or proceeding, had no reasonable cause to believe their conduct
was unlawful. A similar standard of care is applicable in the case of derivative
actions, except that indemnification only extends to expenses (including
attorneys' fees) actually and reasonably incurred in connection with the defense
or settlement of such an action and the DGCL requires court approval before
there can be any indemnification of expenses where the person seeking
indemnification has been found liable to the Company.

         The DGCL provides that the indemnification and advancement of expenses
granted pursuant to it shall, unless otherwise provided when authorized,
continue as to each person who has ceased to be a director, officer, employee or
agent and shall inure to the benefit of the heirs, executors and administrators
of such a person.

         The Company maintains insurance to cover directors and officers against
liability which they may incur in such capacity.

         Except to the extent hereinabove set forth, there is no charter
provision, by-law, contract, arrangement or statute under which any director or
officer of the Company is insured or indemnified in any manner against any
liability which he may incur in his capacity as such.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended (the "Securities Act"), may be permitted to directors,
officers or persons controlling the Company pursuant to the foregoing
provisions, the Company has been informed that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Securities Act, and is therefore unenforceable.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

          Not applicable.

ITEM 8.   EXHIBITS.

EXHIBIT NO.       DESCRIPTION
-----------       -----------

4.1               CVC, Inc. 1999 Non-employee Directors' Stock Option Plan.*

4.2               CVC, Inc. Amended and Restated 1997 Stock Option Plan.*

4.3               Stock Option Plan of CVC Holdings, Inc.*

                                        5
4.4               Form of Commonwealth Scientific Corporation, Inc.
                  Non-Qualified Stock Option Agreement.*

4.5               Form of Commonwealth Scientific Corporation, Inc. Incentive
                  Stock Option Agreement.*

4.6               Stock Option Agreement Between CVC Holdings, Inc. and Thomas
                  Omstead, effective September 4, 1997.*

4.7               Stock Option Agreement Between CVC Holdings, Inc. and Emilio
                  O. DiCataldo, effective August 28, 1995.*

4.8               Stock Option Agreement Between CVC Holdings, Inc. and Richard
                  Chicotka, effective August 11, 1995.*

4.9               Stock Option Agreement Between CVC Holdings, Inc. and Lino
                  Velo, effective October 17, 1994.*

4.10              Stock Option Agreement Between CVC Holdings, Inc. and Phillip
                  Chapados, effective August 15, 1994.*

4.11              Stock Option Agreement Between CVC Holdings, Inc. and Cecil
                  Davis, effective December 19, 1994.*

4.12              Stock Option Agreement Between CVC Holdings, Inc. and Ahmad
                  Kermani, effective October 15, 1993.*

4.13              Stock Option Agreement Between CVC Holdings, Inc. and
                  Christopher Mann, effective December 21, 1990.*

4.14              Stock Option Agreement Between CVC Holdings, Inc. and
                  Christine B. Whitman, effective December 21, 1990.*

5.1               Opinion of Kaye, Scholer, Fierman, Hays & Handler, LLP with
                  respect to the legality of securities being registered.*

23.1              Consent of Ernst & Young LLP.*

23.2              Consent of Arthur Andersen LLP.*

23.3              Consent of Kaye, Scholer, Fierman, Hays & Handler, LLP
                  (included in Exhibit 5.1).

24                Powers of Attorney.*

---------------------------
*        Filed herewith.

ITEM 9.  UNDERTAKINGS.

         The undersigned registrant hereby undertakes:

         A.   1.   To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement to include any
material information with respect to the plan of distribution not previously
disclosed in the registration statement or any material change to such
information in the registration statement.

                                        6
2.   That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed the initial
bona fide offering thereof.

              3.   To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

         B.   The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in this
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial BONA FIDE offering thereof.

         C.   Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act of 1933 and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.

                                        7
SIGNATURES

                  Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Plainview, State of New York on May 5, 2000.

                                    VEECO INSTRUMENTS INC.

                                    By: /s/ EDWARD H. BRAUN
                                        -------------------------------
                                            Edward H. Braun
                                            Chairman and Chief Executive Officer

                  Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed by the following persons in the
capacities indicated on May 5, 2000.

NAME AND TITLE
--------------

/s/ EDWARD H. BRAUN
------------------------
Edward H. Braun
Chairman, Chief Executive Officer
and Director (principal executive officer)

     *
------------------------
Richard A. D'Amore
Director

     *
------------------------
Joel A. Elftman
Director

     *
------------------------
Heinz K. Friedrich
Director

     *
------------------------
Dr. Paul R. Low
Director

     *
------------------------
Roger D. McDaniel
Director

     *
------------------------
Irwin H. Pfister
Director

                                        8
*
------------------------------
Walter J. Scherr
Director

/s/ JOHN F. REIN, JR.
------------------------------
John F. Rein, Jr.
Executive Vice President-Finance,
Chief Financial Officer, Secretary and
Treasurer (principal financial officer)

/s/ JOHN P. KIERNAN
------------------------------
John P. Kiernan
Vice President - Corporate Controller
(principal accounting officer)

* By: /s/ GREGORY A. ROBBINS
      ------------------------
          Gregory A. Robbins
          Attorney-in-Fact

                                        9
EXHIBIT INDEX

EXHIBIT NO.       DESCRIPTION
-----------       -----------

4.1               CVC, Inc. 1999 Nonemployee Directors' Stock Option Plan.*

4.2               CVC, Inc. Amended and Restated 1997 Stock Option Plan.*

4.3               Stock Option Plan of CVC Holdings, Inc..*

4.4               Form of Commonwealth Scientific Corporation, Inc.
                  Non-Qualified Stock Option Agreement.*

4.5               Form of Commonwealth Scientific Corporation, Inc. Incentive
                  Stock Option Agreement.*

4.6               Stock Option Agreement Between CVC Holdings, Inc. and Thomas
                  Omstead, effective September 4, 1997.*

4.7               Stock Option Agreement Between CVC Holdings, Inc. and Emilio
                  O. DiCataldo, effective August 28, 1995.*

4.8               Stock Option Agreement Between CVC Holdings, Inc. and Richard
                  Chicotka, effective August 11, 1995.*

4.9               Stock Option Agreement Between CVC Holdings, Inc. and Lino
                  Velo, effective October 17, 1994.*

4.10              Stock Option Agreement Between CVC Holdings, Inc. and Phillip
                  Chapados, effective August 15, 1994.*

4.11              Stock Option Agreement Between CVC Holdings, Inc. and Cecil
                  Davis, effective December 19, 1994.*

4.12              Stock Option Agreement Between CVC Holdings, Inc. and Ahmad
                  Kermani, effective October 15, 1993.*

4.13              Stock Option Agreement Between CVC Holdings, Inc. and
                  Christopher Mann, effective December 21, 1990.*

4.14              Stock Option Agreement Between CVC Holdings, Inc. and
                  Christine B. Whitman, effective December 21, 1990.*

5.1               Opinion of Kaye, Scholer, Fierman, Hays & Handler, LLP with
                  respect to the legality of securities being registered.*

23.1              Consent of Ernst & Young LLP.*

23.2              Consent of Arthur Andersen LLP.*

23.3              Consent of Kaye, Scholer, Fierman, Hays & Handler, LLP
                  (included in Exhibit 5.1).

24.1              Powers of Attorney.*

------------------------
*        Filed herewith.

                                       10