As filed with the Securities and Exchange Commission on July 26, 1996
                                                      Registration No. 333-_____


                       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                           (I.R.S. Employer
of incorporation or organization)                      Identification No.)

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

                             VEECO INSTRUMENTS INC.
                              AMENDED AND RESTATED
                        1992 EMPLOYEES' STOCK OPTION PLAN

                              AMENDED AND RESTATED
                             VEECO INSTRUMENTS INC.
                  1994 STOCK OPTION PLAN FOR OUTSIDE DIRECTORS

                                 EDWARD H. BRAUN
                 Chairman, Chief Executive Officer and President
                             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

          
                                            Proposed     Proposed
                                             maximum     maximum     Amount
              Title of       Amount to be   offering    aggregate      of
             securities       registered    price per    offering   registra
          to be registered        (1)       unit (2)     price(2)   tion fee
          -------------------------------------------------------------------
        
         Common Stock, par      325,000    $  9.875     $ 3,209,375 $ 1,106.69
         value $.01 per         shares                                    
         share                                                 

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

          (1)  This  total represents (a)  an additional 300,000  shares of
               Common Stock  reserved for  issuance pursuant  to the  Veeco
               Instruments Inc. Amended and  Restated 1992 Employees' Stock
               Option Plan (the "Employees' Stock Option  Plan") and (b) an
               additional  25,000  shares  of  Common  Stock  reserved  for
               issuance  pursuant  to   the  Amended  and   Restated  Veeco
               Instruments  Inc.  1994   Stock  Option  Plan  for   Outside
               Directors  (the  "Directors'  Stock  Option  Plan").    With
               respect  to the Employees' Stock Option Plan, 276,787 shares
               and 250,000  shares of  Common Stock  reserved for  issuance
               pursuant thereto  were  previously  respectively  registered
               pursuant to the Registrant's  Registration Statement on Form
               S-8,  File No.  33-87394,  filed  with  the  Securities  and
               Exchange Commission (the "Commission") on December 15, 1994,
               and  the Registrant's  Registration Statement  on  Form S-8,
               File No. 33-95424,  filed with the  Commission on August  4,
               1995.   With respect  to the  Directors' Stock  Option Plan,
               25,000 shares of Common Stock reserved for issuance pursuant
               thereto   were   previously  registered   pursuant   to  the
               Registrant's  Registration Statement  on Form S-8,  File No.
               33-87394, filed with the Commission on December 15, 1994.

          (2)  Estimated  solely   for   the  purpose   of  computing   the
               registration  fee in  accordance with  Rule  457(c) and  (h)
               under  the Securities Act of 1933,  as amended, based on the
               average of the high and low prices per share of Common Stock
               reported in the Nasdaq National Market on July 24, 1996.



<PAGE>
                                       PART II

                  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

               The contents  of Veeco  Instruments  Inc.'s (the  "Company")
          Registration Statement on  Form S-8, File Number  33-87394, filed
          with the Securities and Exchange Commission (the "Commission") on
          December  15, 1994, and  the Company's Registration  Statement on
          Form  S-8, File  Number  33-95424, filed  with the  Commission on
          August 4, 1995, are incorporated herein by reference.

          Item 8.  Exhibits.

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

          5.1        Opinion of Kaye, Scholer, Fierman, Hays & Handler, LLP
                     with   respect   to  legality   of  securities   being
                     registered (filed herewith).

          10.1       Veeco  Instruments  Inc.  Amended  and  Restated  1992
                     Employees' Stock Option Plan (filed herewith).

          10.2       Amendment   to  the   Amended   and   Restated   Veeco
                     Instruments Inc.  1994 Stock  Option Plan  for Outside
                     Directors (filed herewith).

          23.1       Consent of Ernst & Young LLP (filed herewith).

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

          24         Powers of Attorney (included on the signature page  of
                     this Registration Statement).



                                        II - 1

<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 a 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 July 25, 1996.

                                        VEECO INSTRUMENTS INC.



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

               Pursuant  to the requirements of the Securities Act of 1933,
          this  registration statement  has been  signed  by the  following
          persons in the capacities and on the date indicated.  Each person
          whose signature appears below hereby authorizes each of Edward H.
          Braun, John  F. Rein,  Jr. and John  P. Kiernan,  as attorney-in-
          fact, to sign  and file on his or her behalf, individually and in
          each  capacity stated below, any post-effective amendment to this
          registration  statement or any registration statement relating to
          this offering.

                                                                    Date
                                                                    ----


          /s/ Edward H. Braun                
          -----------------------------------                    July 25, 1996
          Edward H. Braun
          Chairman, Chief Executive Officer,
          President and Director
          (principal executive officer)


          /s/ John F. Rein, Jr.              
          -----------------------------------                    July 25, 1996
          John F. Rein, Jr.
          Vice President-Finance, 
          Chief Financial Officer, 
          Secretary and Treasurer
          (principal financial officer)


          /s/ John P. Kiernan                       
          -----------------------------------                    July 25, 1996
          John P. Kiernan
          Corporate Controller
          (principal accounting officer)



                                         S-1


<PAGE>

                                                                     Date
                                                                     ----



          /s/ Walter J. Scherr                       
          -----------------------------------                    July 25, 1996
          Walter J. Scherr
          Director


          /s/ Richard A. D'Amore  
          -----------------------------------                    July 25, 1996
          Richard A. D'Amore
          Director


          /s/ Joel A. Elftmann                      
          -----------------------------------                    July 25, 1996
          Joel A. Elftmann
          Director


          /s/ Paul R. Low                           
          -----------------------------------                    July 25, 1996
          Paul R. Low
          Director



                                         S-2


<PAGE>
                                    EXHIBIT INDEX
                                                                 Sequential
            Exhibit                    Document                   Page No.
            --------                   --------                   --------
              No.
              ---

               5.1    Opinion of Kaye, Scholer, Fierman, Hays &
                      Handler, LLP with respect to legality of
                      securities being registered (filed
                      herewith).

               10.1   Veeco Instruments Inc. Amended and
                      Restated 1992 Employees' Stock Option Plan
                      (filed herewith).

               10.2   Amendment to the Amended and Restated
                      Veeco Instruments Inc. 1994 Stock Option
                      Plan for Outside Directors (filed
                      herewith).

               23.1   Consent of Ernst & Young LLP (filed
                      herewith).

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

               24     Powers of Attorney (included on signature
                      page of this Registration Statement).
[{"type": "S-8", "sequence": "1", "description": "VEECO INSTRUMENTS INC.", "secsgml_size_bytes": 11257}]
{"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": "333-08981", "film-number": "96599723"}, "business-address": {"street1": "TERMINAL DR", "city": "PLAINVIEW", "state": "NY", "zip": "11803", "phone": "5163498300"}}
As filed with the Securities and Exchange Commission on July 26, 1996
                                                      Registration No. 333-_____

                       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                           (I.R.S. Employer
of incorporation or organization)                      Identification No.)

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

                             VEECO INSTRUMENTS INC.
                              AMENDED AND RESTATED
                        1992 EMPLOYEES' STOCK OPTION PLAN

                              AMENDED AND RESTATED
                             VEECO INSTRUMENTS INC.
                  1994 STOCK OPTION PLAN FOR OUTSIDE DIRECTORS

                                 EDWARD H. BRAUN
                 Chairman, Chief Executive Officer and President
                             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     maximum     Amount
              Title of       Amount to be   offering    aggregate      of
             securities       registered    price per    offering   registra
          to be registered        (1)       unit (2)     price(2)   tion fee
          -------------------------------------------------------------------
        
         Common Stock, par      325,000    $  9.875     $ 3,209,375 $ 1,106.69
         value $.01 per         shares                                    
         share                                                 

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

          (1)  This  total represents (a)  an additional 300,000  shares of
               Common Stock  reserved for  issuance pursuant  to the  Veeco
               Instruments Inc. Amended and  Restated 1992 Employees' Stock
               Option Plan (the "Employees' Stock Option  Plan") and (b) an
               additional  25,000  shares  of  Common  Stock  reserved  for
               issuance  pursuant  to   the  Amended  and   Restated  Veeco
               Instruments  Inc.  1994   Stock  Option  Plan  for   Outside
               Directors  (the  "Directors'  Stock  Option  Plan").    With
               respect  to the Employees' Stock Option Plan, 276,787 shares
               and 250,000  shares of  Common Stock  reserved for  issuance
               pursuant thereto  were  previously  respectively  registered
               pursuant to the Registrant's  Registration Statement on Form
               S-8,  File No.  33-87394,  filed  with  the  Securities  and
               Exchange Commission (the "Commission") on December 15, 1994,
               and  the Registrant's  Registration Statement  on  Form S-8,
               File No. 33-95424,  filed with the  Commission on August  4,
               1995.   With respect  to the  Directors' Stock  Option Plan,
               25,000 shares of Common Stock reserved for issuance pursuant
               thereto   were   previously  registered   pursuant   to  the
               Registrant's  Registration Statement  on Form S-8,  File No.
               33-87394, filed with the Commission on December 15, 1994.

          (2)  Estimated  solely   for   the  purpose   of  computing   the
               registration  fee in  accordance with  Rule  457(c) and  (h)
               under  the Securities Act of 1933,  as amended, based on the
               average of the high and low prices per share of Common Stock
               reported in the Nasdaq National Market on July 24, 1996.
PART II

                  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

               The contents  of Veeco  Instruments  Inc.'s (the  "Company")
          Registration Statement on  Form S-8, File Number  33-87394, filed
          with the Securities and Exchange Commission (the "Commission") on
          December  15, 1994, and  the Company's Registration  Statement on
          Form  S-8, File  Number  33-95424, filed  with the  Commission on
          August 4, 1995, are incorporated herein by reference.

          Item 8.  Exhibits.

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

          5.1        Opinion of Kaye, Scholer, Fierman, Hays & Handler, LLP
                     with   respect   to  legality   of  securities   being
                     registered (filed herewith).

          10.1       Veeco  Instruments  Inc.  Amended  and  Restated  1992
                     Employees' Stock Option Plan (filed herewith).

          10.2       Amendment   to  the   Amended   and   Restated   Veeco
                     Instruments Inc.  1994 Stock  Option Plan  for Outside
                     Directors (filed herewith).

          23.1       Consent of Ernst & Young LLP (filed herewith).

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

          24         Powers of Attorney (included on the signature page  of
                     this Registration Statement).

                                        II - 1
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 a 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 July 25, 1996.

                                        VEECO INSTRUMENTS INC.

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

               Pursuant  to the requirements of the Securities Act of 1933,
          this  registration statement  has been  signed  by the  following
          persons in the capacities and on the date indicated.  Each person
          whose signature appears below hereby authorizes each of Edward H.
          Braun, John  F. Rein,  Jr. and John  P. Kiernan,  as attorney-in-
          fact, to sign  and file on his or her behalf, individually and in
          each  capacity stated below, any post-effective amendment to this
          registration  statement or any registration statement relating to
          this offering.

                                                                    Date
                                                                    ----

          /s/ Edward H. Braun                
          -----------------------------------                    July 25, 1996
          Edward H. Braun
          Chairman, Chief Executive Officer,
          President and Director
          (principal executive officer)

          /s/ John F. Rein, Jr.              
          -----------------------------------                    July 25, 1996
          John F. Rein, Jr.
          Vice President-Finance, 
          Chief Financial Officer, 
          Secretary and Treasurer
          (principal financial officer)

          /s/ John P. Kiernan                       
          -----------------------------------                    July 25, 1996
          John P. Kiernan
          Corporate Controller
          (principal accounting officer)

                                         S-1
Date
                                                                     ----

          /s/ Walter J. Scherr                       
          -----------------------------------                    July 25, 1996
          Walter J. Scherr
          Director

          /s/ Richard A. D'Amore  
          -----------------------------------                    July 25, 1996
          Richard A. D'Amore
          Director

          /s/ Joel A. Elftmann                      
          -----------------------------------                    July 25, 1996
          Joel A. Elftmann
          Director

          /s/ Paul R. Low                           
          -----------------------------------                    July 25, 1996
          Paul R. Low
          Director

                                         S-2
EXHIBIT INDEX
                                                                 Sequential
            Exhibit                    Document                   Page No.
            --------                   --------                   --------
              No.
              ---

               5.1    Opinion of Kaye, Scholer, Fierman, Hays &
                      Handler, LLP with respect to legality of
                      securities being registered (filed
                      herewith).

               10.1   Veeco Instruments Inc. Amended and
                      Restated 1992 Employees' Stock Option Plan
                      (filed herewith).

               10.2   Amendment to the Amended and Restated
                      Veeco Instruments Inc. 1994 Stock Option
                      Plan for Outside Directors (filed
                      herewith).

               23.1   Consent of Ernst & Young LLP (filed
                      herewith).

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

               24     Powers of Attorney (included on signature
                      page of this Registration Statement).