<PAGE>

   As filed with the Securities and Exchange Commission on September 5, 1997

                                                      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
<TABLE>
<CAPTION>
============================ =================== ===================== ================= ==============
                                                                           Proposed                    
                                                      Proposed              maximum                    
     Title of                                          maximum             aggregate       Amount of   
    securities                  Amount to be           offering            offering       registration 
  to be registered              registered (1)     price per unit (2)       price(2)          fee      
- ---------------------------- ------------------- --------------------- ----------------- --------------
<S>                            <C>                    <C>                 <C>              <C>
Common Stock, par value        665,000 shares         $62.25              $41,396,250       $12,544.32
$.01 per share 
============================ =================== ===================== ================= ==============
</TABLE>


(1)  This total represents (a) an additional 600,000 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 65,000 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, 250,000 shares and 300,000 shares, respectively, 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 Securities and Exchange Commission (the
     "Commission") on December 15, 1994, the Registrant's Registration
     Statement on Form S-8, File No. 33-95424, filed with the Commission on
     August 4, 1995 and the Registrant's Registration Statement on Form S-8,
     File No. 333-08981, filed with the Commission on July 26, 1996. With
     respect to the Directors' Stock Option Plan, 25,000 shares and 25,000
     shares, respectively, 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 and the Registrant's Registration
     Statement on Form S-8, File No. 333-08981, filed with the Commission on
     July 26, 1996.

(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 August 29, 1997.


<PAGE>

                                    PART II

                INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

        The contents of Veeco Instruments Inc.'s (the "Company") (a) 
Registration Statement on Form S-8, File Number 33-87394, filed with the 
Securities and Exchange Commission (the "Commission") on December 15, 1994, 
(b) Registration Statement on Form S-8, File Number 33-95424, filed with the 
Commission on August 4, 1995 and (c) Registration Statement on Form S-8, File 
Number 333-08981, filed with the Commission on July 26, 1996, 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            Amendment, dated May 15, 1997, to the Veeco  Instruments  
                 Inc. Amended and Restated 1992 Employees' Stock Option Plan 
                 (filed herewith).

 10.2            Amendment, dated July 25, 1997, to the Veeco Instruments 
                 Inc. Amended and Restated 1992 Employees' Stock Option Plan 
                 (filed herewith).

 10.3            Amendment dated May 15, 1997 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 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 
August 28, 1997.

                                            VEECO INSTRUMENTS INC.

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

        POWER OF ATTORNEY. Each person whose signature appears below hereby 
authorizes each of Edward H. Braun and John F. Rein, Jr., 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.

        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:

                                                                       Date
                                                                       ----

/s/ Edward H. Braun                                            August 28, 1997
- ----------------------------------------
Edward H. Braun
Chairman, Chief Executive Officer,
President and Director
(principal executive officer)

/s/ John F. Rein, Jr.                                          August 28, 1997
- ----------------------------------------
John F. Rein, Jr.
Vice President-Finance,
Chief Financial Officer,
Secretary and Treasurer
(principal financial officer)


                                         S-1
<PAGE>

                                                                        Date
                                                                        ----

/s/ Walter J. Scherr                                           August 28, 1997
- -------------------------------------------
Walter J. Scherr
Director


/s/ Richard A. D'Amore                                         August 28, 1997
- ----------------------------------------
Richard A. D'Amore
Director


/s/ Joel A. Elftmann                                           August 28, 1997
- ------------------------------------------
Joel A. Elftmann
Director


/s/ Paul R. Low                                                August 28, 1997
- ------------------------------------------
Paul R. Low
Director


/s/ James C. Wyant                                             August 31, 1997
- ---------------------------------------
James C. Wyant
Director





                                        S-2
<PAGE>

                                   EXHIBIT INDEX

<TABLE>
<CAPTION>

   EXHIBIT NO.                               DOCUMENT
   ----------                                --------

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

    10.1           Amendment, dated May 15, 1997, to the Veeco Instruments Inc.
                   Amended and Restated 1992 Employees' Stock Option Plan
                   (filed herewith).

    10.2           Amendment, dated July 25, 1997, to the Veeco Instruments
                   Inc. Amended and Restated 1992 Employees' Stock Option Plan
                   (filed herewith).

    10.3           Amendment, dated May 15, 1997, 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).
</TABLE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 11405}]
{"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", "file-number": "333-35009", "film-number": "97675944"}, "business-address": {"street1": "TERMINAL DR", "city": "PLAINVIEW", "state": "NY", "zip": "11803", "phone": "5163498300"}}
As filed with the Securities and Exchange Commission on September 5, 1997

                                                      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                    
     Title of                                          maximum             aggregate       Amount of   
    securities                  Amount to be           offering            offering       registration 
  to be registered              registered (1)     price per unit (2)       price(2)          fee      
- ---------------------------- ------------------- --------------------- ----------------- --------------
Common Stock, par value        665,000 shares         $62.25              $41,396,250       $12,544.32
$.01 per share 
============================ =================== ===================== ================= ==============
(1)  This total represents (a) an additional 600,000 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 65,000 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, 250,000 shares and 300,000 shares, respectively, 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 Securities and Exchange Commission (the
     "Commission") on December 15, 1994, the Registrant's Registration
     Statement on Form S-8, File No. 33-95424, filed with the Commission on
     August 4, 1995 and the Registrant's Registration Statement on Form S-8,
     File No. 333-08981, filed with the Commission on July 26, 1996. With
     respect to the Directors' Stock Option Plan, 25,000 shares and 25,000
     shares, respectively, 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 and the Registrant's Registration
     Statement on Form S-8, File No. 333-08981, filed with the Commission on
     July 26, 1996.

(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 August 29, 1997.
PART II

                INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

        The contents of Veeco Instruments Inc.'s (the "Company") (a) 
Registration Statement on Form S-8, File Number 33-87394, filed with the 
Securities and Exchange Commission (the "Commission") on December 15, 1994, 
(b) Registration Statement on Form S-8, File Number 33-95424, filed with the 
Commission on August 4, 1995 and (c) Registration Statement on Form S-8, File 
Number 333-08981, filed with the Commission on July 26, 1996, 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            Amendment, dated May 15, 1997, to the Veeco  Instruments  
                 Inc. Amended and Restated 1992 Employees' Stock Option Plan 
                 (filed herewith).

 10.2            Amendment, dated July 25, 1997, to the Veeco Instruments 
                 Inc. Amended and Restated 1992 Employees' Stock Option Plan 
                 (filed herewith).

 10.3            Amendment dated May 15, 1997 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 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 
August 28, 1997.

                                            VEECO INSTRUMENTS INC.

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

        POWER OF ATTORNEY. Each person whose signature appears below hereby 
authorizes each of Edward H. Braun and John F. Rein, Jr., 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.

        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:

                                                                       Date
                                                                       ----

/s/ Edward H. Braun                                            August 28, 1997
- ----------------------------------------
Edward H. Braun
Chairman, Chief Executive Officer,
President and Director
(principal executive officer)

/s/ John F. Rein, Jr.                                          August 28, 1997
- ----------------------------------------
John F. Rein, Jr.
Vice President-Finance,
Chief Financial Officer,
Secretary and Treasurer
(principal financial officer)

                                         S-1
Date
                                                                        ----

/s/ Walter J. Scherr                                           August 28, 1997
- -------------------------------------------
Walter J. Scherr
Director

/s/ Richard A. D'Amore                                         August 28, 1997
- ----------------------------------------
Richard A. D'Amore
Director

/s/ Joel A. Elftmann                                           August 28, 1997
- ------------------------------------------
Joel A. Elftmann
Director

/s/ Paul R. Low                                                August 28, 1997
- ------------------------------------------
Paul R. Low
Director

/s/ James C. Wyant                                             August 31, 1997
- ---------------------------------------
James C. Wyant
Director

                                        S-2
EXHIBIT INDEX
EXHIBIT NO.                               DOCUMENT
   ----------                                --------
5.1            Opinion of Kaye, Scholer, Fierman, Hays & Handler, LLP with
                   respect to legality of securities being registered (filed
                   herewith).

    10.1           Amendment, dated May 15, 1997, to the Veeco Instruments Inc.
                   Amended and Restated 1992 Employees' Stock Option Plan
                   (filed herewith).

    10.2           Amendment, dated July 25, 1997, to the Veeco Instruments
                   Inc. Amended and Restated 1992 Employees' Stock Option Plan
                   (filed herewith).

    10.3           Amendment, dated May 15, 1997, 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).