EXHIBIT 10.3

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

            Amendment, dated May 21, 1999, to the Amended and Restated Veeco
Instruments Inc. 1994 Stock Option Plan for Outside Directors (as the same has
been amended to date, the "Directors' Plan"). Unless otherwise defined herein,
capitalized terms used herein shall have the meanings ascribed to them in the
Directors' Plan.

            7. Section 2.1 of the Directors' Plan is hereby amended and restated
in its entirety to read as follows:

                  "2.1 SHARES SUBJECT TO PLAN

                        The maximum number of Shares that may be issued or
                  transferred pursuant to Options under this Plan shall be
                  215,000. The Company shall reserve such number of Shares for
                  the purposes of the Plan, out of its authorized but unissued
                  Shares or out of Shares held in the Company's treasury, or
                  partly out of cash. If any Shares that have been subject to an
                  Option cease to be subject thereto, such Shares may again be
                  the subject of Options hereunder.

            8. As amended by paragraph 1 hereof, all of the provisions of the
Directors' Plan shall remain in full force and effect.

            9. This Amendment was approved by the Board of Directors of the
Company on March 30, 1999 and by the stockholders of the Company on May 21,
1999.