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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 18, 2001
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SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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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)

100 Sunnyside Boulevard, Woodbury, New York 11797
(Address of Principal Executive Offices) (Zip Code)

APPLIED EPI, INC.
1993 STOCK OPTION PLAN

APPLIED EPI, INC.
2000 STOCK OPTION PLAN

NON-QUALIFIED RESTRICTED STOCK OPTION AGREEMENTS
DATED AS OF JANUARY 2, 2001 BETWEEN APPLIED EPI, INC.
AND CERTAIN EMPLOYEES AND FORMER EMPLOYEES OF APPLIED EPI, INC.
(Full title of the plans)

Gregory A. Robbins, Esq.
Vice President and General Counsel
Veeco Instruments Inc.
100 Sunnyside Boulevard
Woodbury, New York 11797
(Name and address of agent for service)

(516) 677-0200
(Telephone number, including area code, of agent for service)

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

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CALCULATION OF REGISTRATION FEE

<Table>
<Caption>
PROPOSED MAXIMUM PROPOSED MAXIMUM
AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF
TITLE OF SECURITIES TO BE REGISTERED REGISTERED (1) PER SHARE OFFERING PRICE REGISTRATION FEE
------------------------------------------------------------------------------------------------------------------------

Common Stock,
par value $.01 per share 431,537 $20.98(2) $9,053,646.26(2) $2,390.16

Common Stock,
par value $.01 per share 72,678 $54.35(2) $3,950,049.30(2) $1,042.81

Common Stock,
par value $.01 per share 305,427 $0.27(2) $82,465.29(2) $21.77

========================================================================================================================
</Table>

(1) On September 17, 2001, pursuant to an Agreement and Plan of Merger
dated as of September 6, 2001, a wholly-owned subsidiary of the
Registrant merged (the "Merger") with and into Applied Epi, Inc.
("Applied Epi"). In connection with such Merger, the Registrant assumed
certain option plans and option agreements of Applied Epi. Accordingly,
as of the effective time of the Merger, the Common Stock of the
Registrant was substituted for the common stock of Applied Epi
previously issuable under such Applied Epi 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)
431,537 shares of the Registrant's Common Stock reserved for issuance
under the Applied Epi, Inc. 1993 Stock Option Plan, (b) 72,678 shares
of the Registrant's Common Stock reserved for issuance under the
Applied Epi, Inc. 2000 Stock Option Plan, (c) 305,427 shares of the
Registrant's Common Stock reserved for issuance under certain
Non-Qualified Restricted Stock Option Agreements between Applied Epi
and certain employees and former employees of Applied Epi. The option
plans and option agreements described in this Note (1) are referred to
collectively as the "Applied Epi 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 Applied Epi Option Plan(s).

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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.

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, 2000 filed on March 14, 2001.

2. The Company's Current Report on Form 8-K filed on February 16,
2001.

3. The Company's amendment on Form 8-K/A filed on March 12, 2001,
relating to its Current Report on Form 8-K filed on February
16, 2001.

4. The Company's Current Report on Form 8-K filed on March 15,
2001.

5. The Company's Quarterly Report on Form 10-Q for the quarter
ended March 31, 2001, filed on May 9, 2001.

6. The Company's Quarterly Report on Form 10-Q for the quarter
ended June 30, 2001, filed on August 8, 2001.

7. The Company's Current Report on Form 8-K filed on September
14, 2001.

8. 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 such 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.

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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
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.

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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 Applied Epi, Inc. 1993 Stock Option Plan.*

4.2 Applied Epi, Inc. 2000 Stock Option Plan.*

4.3 Form of Applied Epi, Inc. Non-Qualified Restricted Stock
Option Agreement.*

5.1 Opinion of Kaye Scholer LLP with respect to the legality of
securities being registered.*

23.1 Consent of Ernst & Young LLP.*

23.2 Consent of PricewaterhouseCoopers LLP.*

23.3 Consent of Kaye Scholer LLP (included in the opinion filed as
Exhibit 5.1).

24.1 Powers of Attorney (included on the signature pages hereof).

---------------------------
* 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.

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.

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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.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as
amended, 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 Woodbury, New York on September 17, 2001.

VEECO INSTRUMENTS INC.

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

POWER OF ATTORNEY

Each of the undersigned, in the capacities relative to the
registrant stated below, hereby appoints Edward H. Braun, John F. Rein, Jr. and
Gregory A. Robbins, and each of them acting individually, his true and lawful
attorneys in fact, with full power of substitution, to sign and file with the
Securities and Exchange Commission this registration statement and any and all
amendments, including post-effective amendments, to this registration statement.

Pursuant to the requirements of the Securities Act of 1933,
this registration statement and power of attorney has been signed by the
following persons in the capacities indicated on September 17, 2001.

NAME AND TITLE

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

/s/ John F. Rein, Jr.
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John F. Rein, Jr.
Executive Vice President, Chief
Financial Officer and Secretary
(principal financial officer)

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

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/s/ Richard A. D'Amore
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Richard A. D'Amore
Director

/s/ Joel A. Elftmann
--------------------------------------------
Joel A. Elftmann
Director

/s/ Heinz K. Fridrich
--------------------------------------------
Heinz K. Fridrich
Director

/s/ Douglas A. Kingsley
--------------------------------------------
Douglas A. Kingsley
Director

/s/ Dr. Paul R. Low
--------------------------------------------
Dr. Paul R. Low
Director

/s/ Roger D. Mcdaniel
--------------------------------------------
Roger D. McDaniel
Director

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

/s/ Walter J. Scherr
--------------------------------------------
Walter J. Scherr
Director

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EXHIBIT INDEX

EXHIBIT NO. DESCRIPTION

4.1 Applied Epi, Inc. 1993 Stock Option Plan.*

4.2 Applied Epi, Inc. 2000 Stock Option Plan.*

4.3 Form of Applied Epi, Inc. Non-Qualified Restricted Stock Option
Agreement.*

5.1 Opinion of Kaye Scholer LLP with respect to the legality of securities
being registered.*

23.1 Consent of Ernst & Young LLP.*

23.2 Consent of PricewaterhouseCoopers LLP.*

23.3 Consent of Kaye Scholer LLP (included in the opinion filed as Exhibit
5.1).

24.1 Powers of Attorney (included on the signature pages hereof).

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* Filed herewith.