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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

CURRENT REPORT

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PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

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Date of Report (Date of earliest event reported): February 29, 2000

VEECO INSTRUMENTS INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

DELAWARE 0-16244 11-2989601
(STATE OR OTHER JURISDICTION (COMMISSION (IRS EMPLOYER
OF INCORPORATION) FILE NUMBER) IDENTIFICATION NO.)

TERMINAL DRIVE, PLAINVIEW, NEW YORK 11803
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)

Registrant's telephone number, including area code: (516) 349-8300

NOT APPLICABLE.
(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT.)

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Item 5. Other Events.

On February 29, 2000, Veeco Instruments Inc., a Delaware corporation
("Veeco"), entered into that certain Agreement and Plan of Merger (the "Merger
Agreement"), dated February 29, 2000 among Veeco, Veeco Acquisition Corp.
("Acquisition"), a Delaware corporation and CVC, Inc. ("CVC"), a Delaware
corporation. Pursuant to the Merger Agreement, Acquisition will be merged with
and into CVC. Pursuant to the Merger Agreement, each share of CVC's common stock
issued and outstanding immediately prior to the effective time of the merger
shall be converted into the right to receive 0.43 shares of Veeco common stock.

The purchase price for the transaction was determined by arms-length
negotiations among the respective parties. The merger is intended to be
accounted for as a pooling-of-interests.

On March 1, 2000, Veeco issued a press release announcing the execution
of the Merger Agreement.

Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.

c. Exhibits

EXHIBIT NO. DESCRIPTION OF DOCUMENT

5.1 Agreement and Plan of Merger, dated February 29,
2000, among Veeco Instruments Inc., Veeco
Acquisition Corp. and CVC, Inc.

5.2 Company Stockholders Voting Agreement, dated
February 29, 2000, between Veeco Instruments Inc.
and the stockholders of CVC, Inc. listed on Schedule
A attached thereto, together with related Company
Stockholders Powers of Attorney and Irrevocable
Proxies.

5.3 Veeco Stockholders Voting Agreement, dated February
29, 2000, between CVC, Inc. and the stockholders of
Veeco Instruments Inc. listed on Schedule A attached
thereto, together with related Veeco Stockholders
Powers of Attorney and Irrevocable Proxies.

99.1 Veeco Press Release dated March 1, 2000 as filed
with the Securities and Exchange Commission
pursuant to Rule 425.

SIGNATURES

Pursuant to the requirement of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

VEECO INSTRUMENTS INC.
(Registrant)

March 13, 2000 By: /s/ GREGORY A. ROBBINS
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Gregory A. Robbins
Vice President and General Counsel

EXHIBIT INDEX

SEQUENTIALLY
EXHIBIT NO. DESCRIPTION OF DOCUMENT NUMBERED PAGE

5.1 Agrement and Plan of Merger, dated February 29, 2000,
among Veeco Instruments Inc., Veeco Acquisition
Corp. and CVC, Inc.

5.2 Company Stockholders Voting Agreement, dated
February 29, 2000, between Veeco Instruments Inc. and
the stockholders of CVC, Inc. listed on Schedule A
attached thereto, together with related Company
Stockholders Powers of Attorney and Irrevocable
Proxies.

99.1 Veeco Press Release dated March 1, 2000 as filed with
the Securities and Exchange Commission pursuant to
Rule 425.