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<SEC-DOCUMENT>/in/edgar/work/20000814/0000912057-00-037406/0000912057-00-037406.txt : 20000921
<SEC-HEADER>0000912057-00-037406.hdr.sgml : 20000921
ACCESSION NUMBER:		0000912057-00-037406
CONFORMED SUBMISSION TYPE:	10-Q
PUBLIC DOCUMENT COUNT:		9
CONFORMED PERIOD OF REPORT:	20000630
FILED AS OF DATE:		20000814

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			VEECO INSTRUMENTS INC
		CENTRAL INDEX KEY:			0000103145
		STANDARD INDUSTRIAL CLASSIFICATION:	 [3829
]		IRS NUMBER:				112989601
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231
</COMPANY-DATA>

		FILING VALUES:
			FORM TYPE:		10-Q
			SEC ACT:		
			SEC FILE NUMBER:	000-16244
			FILM NUMBER:		699929
</FILING-VALUES>

			BUSINESS ADDRESS:	
				STREET 1:		TERMINAL DR
				CITY:			PLAINVIEW
				STATE:			NY
				ZIP:			11803
				BUSINESS PHONE:		5163498300
</BUSINESS-ADDRESS>
</FILER>
</SEC-HEADER>
<DOCUMENT>
<TYPE>10-Q
<SEQUENCE>1
<FILENAME>a10-q.txt
<DESCRIPTION>QUARTERLY REPORT
<TEXT>


<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

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

                                    FORM 10-Q

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

                       FOR THE QUARTER ENDED JUNE 30, 2000

                         Commission file number 0-16244

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


                             VEECO INSTRUMENTS INC.
             (Exact name of registrant as specified in its charter)

         Delaware                                              11-2989601
(State or other jurisdiction of                             (I.R.S. Employer
incorporation or organization)                            Identification Number)

       Terminal Drive                                           11803
    Plainview, New York                                       (Zip Code)

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

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

Indicate by check mark whether the Registrant: (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days:

                             Yes /X/   No ___

23,679,098 shares of common stock, $0.01 par value per share, were outstanding
as of the close of business on August 2, 2000.


<PAGE>

                              SAFE HARBOR STATEMENT

     This Quarterly Report on Form 10-Q (the "Report") contains forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of
1995. Discussions containing such forward-looking statements may be found in
Items 2 and 3 hereof, as well as within this Report generally. In addition, when
used in this Report, the words "believes," "anticipates," "expects,"
"estimates," "plans," "intends," and similar expressions are intended to
identify forward-looking statements. All forward-looking statements are subject
to a number of risks and uncertainties that could cause actual results to differ
materially from projected results. Factors that may cause these differences
include, but are not limited to:

o  the dependence on principal customers and the cyclical nature of the data
   storage, semiconductor and optical telecommunications industries,

o  fluctuations in quarterly operating results,

o  rapid technological change and risks associated with the acceptance of new
   products by individual customers and by the marketplace,

o  limited sales backlog,

o  the highly competitive nature of industries in which the company operates,

o  changes in foreign currency exchange rates, and

o  the other matters discussed in the Business Description contained in the
   Company's Annual Report on Form 10-K for the year ended December 31, 1999.

Consequently, such forward-looking statements should be regarded solely as the
Company's current plans, estimates and beliefs. The Company does not undertake
any obligation to update any forward-looking statements to reflect future events
or circumstances after the date of such statements.


                                       2
<PAGE>

                             VEECO INSTRUMENTS INC.

                                      INDEX

PART 1.  FINANCIAL INFORMATION

                                                                          PAGE

Item 1.  Financial Statements (Unaudited):

         Condensed Consolidated Statements of Income -
         Three Months Ended June 30, 2000 and 1999                          4

         Condensed Consolidated Statements of Income -
         Six Months Ended June 30, 2000 and 1999                            5

         Condensed Consolidated Balance Sheets -
         June 30, 2000 and December 31, 1999                                6

         Condensed Consolidated Statements of Cash Flows -
         Six Months Ended June 30, 2000 and 1999                            7

         Notes to Condensed Consolidated Financial Statements               8


Item 2.  Management's Discussion and Analysis of Financial
         Condition and Results of Operations                               14

Item 3.  Quantitative and Qualitative Disclosure About Market Risk         19


PART II.  OTHER INFORMATION

Item 4.  Submission of Matters to a Vote of Security Holders               20

Item 6.  Exhibits and Reports on Form 8-K                                  21


SIGNATURES                                                                 23



                                       3
<PAGE>

PART I.  FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

                     Veeco Instruments Inc. and Subsidiaries

                   Condensed Consolidated Statements of Income
                      (In thousands, except per share data)
                                   (Unaudited)

                                                      THREE MONTHS ENDED
                                                           JUNE 30,
                                                           --------
                                                      2000           1999
                                                      ----           ----

Net sales                                           $ 93,579       $ 77,092
Cost of sales                                         66,857         40,808
                                                    --------       --------
Gross Profit                                          26,722         36,284

Costs and expenses:
   Research and development expense                   14,063          9,910
   Selling, general and administrative expense        19,158         14,884
   Amortization expense                                  976            108
   Other expense (income), net                            61           (467)
   Merger and reorganization expenses                 13,956           --
   Asset impairment charge                             3,722           --
                                                    --------       --------
Operating (loss) income                              (25,214)        11,849
Interest income, net                                    (136)          (236)
                                                    --------       --------
(Loss) income before income taxes                    (25,078)        12,085
Income tax (benefit) provision                        (9,815)         4,432
                                                    --------       --------
Net (loss) income                                   ($15,263)      $  7,653
                                                    ========       ========
Net (loss) income per common share                    ($0.65)         $0.37
Diluted net (loss) income per common share            ($0.65)         $0.36

Weighted average shares outstanding                   23,463         20,530
Diluted weighted average shares outstanding           23,463         21,186

SEE ACCOMPANYING NOTES.


                                       4
<PAGE>

                     Veeco Instruments Inc. and Subsidiaries

                   Condensed Consolidated Statements of Income
                      (In thousands, except per share data)
                                   (Unaudited)

                                                         SIX MONTHS ENDED
                                                             JUNE 30,
                                                             --------
                                                       2000            1999
                                                       ----            ----

Net sales                                           $ 171,469       $ 151,631
Cost of sales                                         110,170          80,381
                                                    ---------       ---------
Gross Profit                                           61,299          71,250

Costs and expenses:
   Research and development expense                    27,408          19,649
   Selling, general and administrative expense         36,286          29,916
   Amortization expense                                 1,485             239
   Other expense (income), net                             40            (501)
   Merger and reorganization expenses                  14,206            --
   Asset impairment charge                              3,722            --
                                                    ---------       ---------
Operating (loss) income                               (21,848)         21,947
Interest income, net                                     (521)            (61)
                                                    ---------       ---------
(Loss) income before income taxes                     (21,327)         22,008
Income tax (benefit) provision                         (8,531)          8,189
                                                    ---------       ---------
Net (loss) income                                   ($ 12,796)      $  13,819
                                                    =========       =========

Net (loss) income per common share                     ($0.55)          $0.69
Diluted net (loss) income per common share             ($0.55)          $0.66

Weighted average shares outstanding                    23,253          20,161
Diluted weighted average shares outstanding            23,253          20,936

SEE ACCOMPANYING NOTES.


                                       5
<PAGE>

                     Veeco Instruments Inc. and Subsidiaries

                      Condensed Consolidated Balance Sheets
                                 (In thousands)

                                                         June 30,   December 31,
                                                           2000        1999
                                                           ----        ----
                                                       (Unaudited)

ASSETS
Current assets:
Cash and cash equivalents                                $ 13,858       $ 29,852
Short-term investments                                     52,189         50,888
Accounts and trade notes receivable, net                   96,443         79,952
Inventories                                                86,644         85,876
Prepaid expenses and other current assets                  13,030          7,507
Deferred income taxes                                      14,504         12,363
                                                         --------       --------
Total current assets                                      276,668        266,438


Property, plant and equipment at cost, net                 63,030         61,298
Excess of cost over net assets acquired, net                9,732          6,500
Other assets, net                                          11,304          6,960
                                                         --------       --------
Total assets                                             $360,734       $341,196
                                                         ========       ========

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable                                           32,933         27,723
Accrued expenses                                           41,958         37,706
Short-term borrowings from line of credit                  17,005         10,679
Notes payable to former Digital shareholders                 --            8,000
Current portion of long-term debt                           1,429          2,773
Other current liabilities                                     847          7,580
                                                         --------       --------
Total current liabilities                                  94,172         94,461
Long-term debt, net of current portion                     15,381         17,252
Other non-current liabilities                               5,462          5,539
Shareholders' equity                                      245,719        223,944
                                                         --------       --------
Total liabilities and shareholders' equity               $360,734       $341,196
                                                         ========       ========


SEE ACCOMPANYING NOTES.


                                       6
<PAGE>

                     Veeco Instruments Inc. and Subsidiaries

                 Condensed Consolidated Statements of Cash Flows
                                 (In thousands)

<TABLE>
<CAPTION>
                                                                       SIX MONTHS ENDED
                                                                           JUNE 30,
                                                                           --------
                                                                      2000          1999
                                                                      ----          ----
<S>                                                                 <C>            <C>
OPERATING ACTIVITIES
Net (loss) income                                                   ($12,796)      $ 13,819
Adjustments to reconcile net (loss) income to net
  cash (used in) provided by operating activities:
Depreciation and amortization                                          7,493          4,479
Deferred income taxes                                                 (2,156)           260
Other, net                                                               (21)          (335)
Asset impairment charge                                                3,722           --
Write-off of CVC inventory                                            15,322           --
Changes in operating assets and liabilities:
Accounts receivable                                                  (20,316)        (4,848)
Inventories                                                           (9,136)        (4,504)
Accounts payable                                                       6,720          1,843
Accrued expenses and other current liabilities                        (4,376)         8,991
Recoverable income taxes                                              (9,487)          --
Other, net                                                             1,472           (992)
Operating activities three months ended 12/31/99- CVC                    638           --
                                                                    --------       --------
Net cash (used in) provided by operating activities                  (22,921)        18,713

INVESTING ACTIVITIES

Capital expenditures                                                 (11,923)        (8,685)
Proceeds from sale of property, plant and equipment                      230          2,979
Proceeds from sale of leak detection business                          3,000           --
Payment of net assets of businesses acquired                          (7,177)          --
Net purchases of short-term investments                               (1,295)          --
Investing activities three months ended 12/31/99- CVC                   (528)          --
                                                                    --------       --------
Net cash used in investing activities                                (17,693)        (5,706)

FINANCING ACTIVITIES
Proceeds from stock issuance                                          11,886         60,718
Repayment of long-term debt, net                                      (8,570)        (1,345)
Net proceeds (repayments) from borrowings under line of credit        17,005         (4,146)
Other                                                                   --             (151)
Financing activities three months ended 12/31/99- CVC                  3,627           --
                                                                    --------       --------
Net cash provided by financing activities                             23,948         55,076
Effect of exchange rates on cash and cash equivalents                    672            804
                                                                    --------       --------
Net change in cash and cash equivalents                              (15,994)        68,887
Cash and cash equivalents at beginning of period                      29,852         23,599
                                                                    --------       --------
Cash and cash equivalents at end of period                          $ 13,858       $ 92,486
                                                                    ========       ========
</TABLE>

SEE ACCOMPANYING NOTES


                                       7
<PAGE>

                     VEECO INSTRUMENTS INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

NOTE 1 - BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-Q and Article 10 of
Regulation S-X. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments considered
necessary for a fair presentation (consisting of normal recurring accruals) have
been included. Operating results for the six months ended June 30, 2000 are not
necessarily indicative of the results that may be expected for the year ending
December 31, 2000. For further information, refer to the financial statements
and footnotes thereto included in the Company's Annual Report on Form 10-K for
the year ended December 31, 1999.

Earnings per share are computed using the weighted average number of common
shares outstanding during the period. Diluted earnings per share are computed
using the weighted average number of common and common equivalent shares
outstanding during the period. The effect of common equivalent shares for the
three months and six months ended June 30, 2000 was antidilutive, therefore
dilutive earnings per share is not presented for such periods.

The following table sets forth the reconciliation of diluted weighted average
shares outstanding:

<TABLE>
<CAPTION>
                                                  Three Months Ended        Six Months Ended
                                                        June 30,                 June 30,
                                                    2000       1999         2000         1999
                                                    ----       ----         ----         ----
                                                     (In thousands)           (In thousands)
<S>                                                <C>         <C>         <C>         <C>
Weighted average shares outstanding                23,463      20,530      23,253      20,161
Dilutive effect of stock options and warrants        --           656        --           775
                                                   ------      ------      ------      ------
Diluted weighted average shares outstanding        23,463      21,186      23,253      20,936
                                                   ======      ======      ======      ======
</TABLE>

NOTE 2 - CVC MERGER AND RELATED NON-RECURRING CHARGES

On May 5, 2000, a wholly-owned subsidiary of the Company merged with CVC,
Inc. ("CVC") of Rochester, New York. As a result, CVC became a subsidiary of
the Company. Under the terms of the agreement, CVC shareholders received 0.43
shares of Veeco Common Stock (approximately 5.4 million shares in total) for
each share of CVC Common Stock outstanding. The merger was accounted for as a
pooling of interests and, as a result, historical financial data has been
restated to include CVC data. CVC provides cluster tool manufacturing
equipment used in the production of evolving tape and disk drive recording
head fabrication, optical

                                       8
<PAGE>

                     VEECO INSTRUMENTS INC. AND SUBSIDIARIES

NOTE 2 - CVC MERGER AND RELATED NON-RECURRING CHARGES (CONTINUED)

components, passive components, MRAM, bump metallization, and next generation
logic devices.

In conjunction with the merger with CVC, Veeco incurred non-recurring charges
of $33.0 million during the six months ended June 30, 2000. Of these charges,
a $15.3 million non-cash charge related to a write-off of inventory (included
in cost of sales), $14.0 million represented merger and reorganization costs
(of which $9.2 million related to transaction costs and $4.8 million
pertained to duplicate facility and personnel costs) and $3.7 million was for
the write-down of long-lived assets. The Company implemented its
reorganization plan in an effort to integrate CVC into the Company,
consolidate duplicate manufacturing facilities and reduce other operating
costs. The $4.8 million charge for duplicate facility and personnel costs
principally related to the closing of the CVC Virginia facility and an
approximate 200-person work force reduction, which includes both management
and manufacturing employees principally located in Alexandria, Virginia,
Rochester and Plainview, New York. For the six months ended June 30, 2000,
approximately $1.0 million of termination benefits have been paid, which
reflects the termination of approximately 200 employees. The write-down of
long-lived assets to estimated net realizable value related primarily to
leasehold improvements, machinery and equipment and intangible assets for
CVC's Virginia facility. In addition, the $15.3 million non-cash write-off of
inventory principally related to the CVC Virginia facility product line of
ion beam etch and deposition equipment. The Company intends to integrate the
technology from this product line into Veeco's existing ion beam etch and
deposition products. Accordingly, the Company has determined that a portion
of this product line's inventory is not useable in the future.

The following unaudited data summarizes the combined results (in thousands) of
the operations of the Company and CVC as though the merger had occurred at the
beginning of fiscal year 1997:

                                    Year Ended
                                   December 31,
                         1999          1998          1997
                       ------------------------------------
Net sales:
         Veeco         $246,606      $214,985      $223,410
         CVC             82,915        68,173        62,588
                       --------      --------      --------
         Combined      $329,521      $283,158      $285,998
                       ========      ========      ========

Net income:
         Veeco         $ 20,410      $ 13,373      $ 26,616
         CVC              1,571           264         2,045
                       --------      --------      --------
         Combined      $ 21,981      $ 13,637      $ 28,661
                       ========      ========      ========

Prior to the merger, CVC's fiscal year end was September 30. Therefore, the
second quarter and first half Consolidated Statements of Income for 1999 were
derived from CVC's three months



                                       9
<PAGE>

                     VEECO INSTRUMENTS INC. AND SUBSIDIARIES

NOTE 2 - CVC MERGER AND RELATED NON-RECURRING CHARGES (CONTINUED)

and six months ended March 31, 1999, respectively. In addition, the December 31,
1999 Consolidated Balance Sheet was derived from CVC's September 30, 1999
balance sheet.

NOTE 3 - OTHER RECENT EVENTS

On March 23, 2000, the Company purchased certain atomic force microscope assets.
The acquisition was accounted for using the purchase method of accounting.
Results of operations prior to the acquisition are not material to the
Consolidated Statements of Income for the three and six months ended June 30,
2000 and 1999.

On February 11, 2000, Veeco entered into a strategic alliance with Seagate
Technology, Inc. ("Seagate") under which Veeco assumed production responsibility
for Seagate's internal Slider Level Crown ("SLC") product line and acquired
rights to commercialize such products for sale to third parties. The acquisition
was accounted for using the purchase method of accounting. Results of operations
prior to the acquisition are not material to the Consolidated Statements of
Income for the three and six months ended June 30, 2000 and 1999.

On January 31, 2000, Monarch Labs, Inc. ("Monarch"), a developer and
manufacturer of automated quasi-static test systems for the data storage
industry, merged with a subsidiary of Veeco. Monarch was a privately held
company located in Longmont, Colorado. Under the terms of the merger, Monarch
shareholders received 282,224 shares of Veeco Common Stock. The merger was
accounted for as a pooling of interests transaction, however, as Monarch's
historical results of operations and financial position are not material in
relation to those of Veeco, financial information prior to the merger is not
restated.

NOTE 4 - INVENTORIES

Interim inventories have been determined by lower of cost (principally first-in,
first-out) or market. Inventories consist of:

                                    June 30,             December 31,
                                      2000                   1999
                                     ------                 ------
                                            (In thousands)

Components and spare parts           $54,410                $49,609
Work-in-progress                      19,476                 21,736
Finished goods                        12,758                 14,531
                                     -------                -------
                                     $86,644                $85,876
                                     =======                =======


                                       10
<PAGE>

                     VEECO INSTRUMENTS INC. AND SUBSIDIARIES

NOTE 5 - BALANCE SHEET INFORMATION

                                                      June 30,      December 31,
                                                        2000            1999
                                                      --------      ------------
                                                           (In thousands)
Allowance for doubtful accounts                       $ 2,902         $ 2,403
Accumulated depreciation and amortization
  of property, plant and equipment                    $42,869         $34,115
Accumulated amortization of excess of cost
  over net assets acquired                            $ 1,711         $ 1,335

SHORT-TERM INVESTMENTS

The carrying amounts of available-for-sale securities approximate fair value.
The following is a summary of available-for-sale securities:

                                               June 30,          December 31,
                                                 2000                1999
                                               --------          -----------
                                                     (In thousands)

   Commercial paper                             $14,704            $19,047
   Municipal bonds                               18,529             14,527
   Floating rate bonds                            7,933              9,029
   Corporate bonds                                6,839              6,071
   Obligations of U.S. Government agencies        2,004              2,003
   Other debt securities                          2,180                211
                                                -------            -------
                                                $52,189            $50,888
                                                =======            =======

All investments at June 30, 2000 have contractual maturities of one year or
less. During the six months ended June 30, 2000, available-for-sale securities
with fair values at the date of sale of approximately $27.3 million were sold.



                                       11
<PAGE>

                     VEECO INSTRUMENTS INC. AND SUBSIDIARIES

NOTE 6 - SEGMENT INFORMATION

The following represents the reportable product segments of the Company, in
thousands:

<TABLE>
<CAPTION>
                                                                          Unallocated            Non-
                                              Process      Industrial       Corporate       recurring
                             Metrology      Equipment     Measurement          Amount         Charges           Total
                             ---------      ---------     -----------          ------         -------           -----
<S>                          <C>            <C>             <C>             <C>             <C>             <C>
THREE MONTHS
ENDED
JUNE 30, 2000

Net sales                    $  43,130      $  47,638       $   2,811       $    --         $    --         $  93,579
Operating income (loss)          8,426          1,673            (565)         (1,748)        (33,000)        (25,214)
THREE MONTHS
ENDED
JUNE 30, 1999

Net sales                    $  25,464      $  47,352       $   4,276       $    --         $    --         $  77,092
Operating income (loss)          4,693          8,434            (256)         (1,022)           --            11,849

SIX MONTHS
ENDED
JUNE 30, 2000

Net sales                       74,017         91,915           5,537            --              --           171,469
Operating income
(loss)                          13,802          1,293          (1,026)         (2,667)        (33,250)        (21,848)
Total assets                    99,507        170,308          11,368          79,551            --           360,734

SIX MONTHS
ENDED
JUNE 30, 1999

Net sales                       56,436         85,400           9,795            --              --           151,631
Operating income
(loss)                          11,406         13,232            (262)         (2,429)           --            21,947
Total assets                    67,874        124,261          15,731          92,328            --           300,194
</TABLE>

NOTE 7 - COMPREHENSIVE INCOME (LOSS)

Total comprehensive income (loss) was ($15.7) million and ($13.6) million for
the three and six months ended June 30, 2000, and $7.2 and $12.5 million for the
three and six months ended June 30, 1999, respectively. Other comprehensive
income is comprised of foreign currency translation adjustments, minimum pension
liability and net unrealized holding gains and losses on available-for-sale
securities.



                                       12
<PAGE>

                     VEECO INSTRUMENTS INC. AND SUBSIDIARIES

NOTE 8 - NEW STAFF ACCOUNTING BULLETIN

On December 3, 1999, the SEC staff issued Staff Accounting Bulletin No. 101,
"Revenue Recognition" ("SAB 101"). The SEC Staff addresses several issues in SAB
101, including the timing for recognizing revenue derived from sales
arrangements involving contractual customer acceptance provisions where
installation of the product occurs after shipment and transfer of title. The
Company's current policy is to recognize revenue at the time the customer takes
title to the product, generally at the time of shipment. Applying the
requirements of SAB No. 101 to the present selling arrangements used by the
Company may result in a change in the Company's accounting policy for revenue
recognition and the deferral of the recognition of revenue or a portion of the
revenue derived from the sale until installation is complete and the product is
accepted by the customer. Based on current SEC guidance, the effect of the
change will be recognized as a cumulative effect of a change in accounting in
the Company's fourth quarter ending December 31, 2000. Management is currently
evaluating the impact of this change and believes that, in the period of
adoption, the amount of revenue that will be deferred could be material.



                                       13
<PAGE>

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.

RESULTS OF OPERATIONS.

THREE MONTHS ENDED JUNE 30, 2000 AND 1999

Net sales of $93.6 million for the three months ended June 30, 2000
represents an increase of 21% from the 1999 comparable period sales of $77.1
million, resulting principally from an increase in metrology sales. Sales in
the U.S., Europe, Japan and Asia Pacific, accounted for 45%, 20%, 15% and
20%, respectively, of the Company's net sales for the three months ended June
30, 2000. Sales in the U.S. decreased 6% from the comparable 1999 period due
to a 10% and 69% decrease in U.S. process equipment and industrial
measurement sales, respectively, partially offset by a 21% increase in U.S.
metrology sales. Sales in Europe, Japan and Asia Pacific increased 76%, 19%
and 151%, respectively. The increase in Europe is a result of higher sales in
both the process equipment and metrology segments, as well as Veeco's CVC
subsidiary, which did not commence sales in Europe until the third quarter of
1999. The increase in Japan and Asia Pacific is principally due to an
increase in metrology sales. The Company believes that there will continue to
be quarter-to-quarter variations in the geographic concentration of sales.

Process equipment sales of $47.6 million for the three months ended June 30,
2000 remained relatively flat compared to the 1999 period. Metrology sales of
$43.1 million for the three months ended June 30, 2000 represents an increase
of approximately $17.7 million, or 69%, from the 1999 comparable period sales of
$25.5 million, due primarily to sales of the Company's atomic force microscopes
(AFM) to the semiconductor market and optical metrology products to the data
storage market. Industrial measurement sales of $2.8 million for the three
months ended June 30, 2000 represents a decrease of $1.5 million, or 34%, from
the comparable 1999 period, principally due to the sale on January 17, 2000 of
the Company's leak detection business.

Veeco received $132.4 million of orders during the three months ended June 30,
2000, a 65% increase compared to $80.5 million of orders for the comparable 1999
period. Process equipment orders increased 62% to $83.6 million, due primarily
to an increase in orders from both optical telecommunications and data storage
customers. Veeco's Ion Tech subsidiary had an increase of $27.0 million or 227%
in orders for Dense Wave Division Multiplexing (DWDM) related equipment. Etch
and deposition equipment orders increased 12% to $44.6 million from $39.8
million for the comparable 1999 period. Metrology orders increased by 82% to
$46.2 million, reflecting an increase in bookings for atomic force microscopes
and optical metrology products. The Company's book/bill ratio for the second
quarter of 2000 was 1.41.

In connection with the merger with CVC, the Company incurred non-recurring
charges of $33.0 million, of which a $15.3 million non-cash charge or 16.4% of
net sales related to the write-off of inventory, which has been included in
cost of sales. As a result, gross profit for the three months ended June 30,
2000 of $26.7 million represents a decrease of $9.6 million from the
comparable 1999 period. Gross profit, excluding non-recurring charges, as a
percentage of net sales decreased to 44.9%, from 47.1% for the comparable
1999 period, principally due to a decline in the data storage process
equipment area primarily attributable to the decrease in etch and deposition
equipment

                                       14
<PAGE>

sales, pricing pressure and underutilized overhead structure. As a result
of the merger with CVC, the Company closed CVC's Virginia facility, which
was duplicative to its New York operations. This action will result in a lower
overhead cost structure.

Research and development expenses of $14.1 million for the three months ended
June 30, 2000 increased by approximately $4.2 million, or 42%, over the
comparable period of 1999, due primarily to the increase in research and
development for both process equipment and metrology products, as well as
product development in the newly acquired metrology businesses of OptiMag,
Monarch, the atomic force microscope business and the slider crown adjust
product line.

Selling, general and administrative expenses of $19.2 million for the three
months ended June 30, 2000 increased by approximately $4.3 million to 20.5% of
net sales in 2000 from 19.3% in 1999. This increase is principally due to the
expansion of direct sales and service presence in both Japan and the Asia
Pacific regions, as well as the purchase of OptiMag, the slider crown adjust
product line and the atomic force microscope business, which had no comparable
operating spending in 1999 since they were accounted for using the purchase
method of accounting.

In conjunction with the merger with CVC, Veeco incurred non-recurring charges
of $33.0 million. Of these charges, a $15.3 million non-cash charge related
to a write-off of inventory (included in cost of sales), $14.0 million
represented merger and reorganization costs (of which $9.2 million related to
transaction costs and $4.8 million pertained to duplicate facility and
personnel costs) and $3.7 million was for the write-down of long-lived assets.

Income taxes for the three months ended June 30, 2000 amounted to a $9.8 million
tax benefit, or 39% of loss before income taxes, as compared to $4.4 million of
income tax expense, or 37% of income before income taxes, for the same period of
1999.

SIX MONTHS ENDED JUNE 30, 2000 AND 1999

Net sales were $171.5 million for the six months ended June 30, 2000
representing an increase of approximately $19.8 million or 13% over the
comparable 1999 period. The increase principally reflects growth in process
equipment and metrology sales. Sales in the US, Europe, Japan and Asia Pacific
accounted for 44%, 21%, 17% and 17%, respectively, of the Company's net sales
for the six months ended June 30, 2000. Sales in the US and Japan remained
relatively flat from the comparable 1999 period, while sales to Europe and Asia
Pacific increased 72% and 36%, respectively. The increase in sales in Europe is
due primarily to Veeco's CVC subsidiary, which did not commence sales to Europe
until the third quarter of 1999, and an increase in sales of Veeco's metrology
products. The increase in sales in Asia Pacific resulted from a 48% increase in
metrology sales partially offset by a decline of 30% in process equipment sales.

Process equipment sales were $91.9 million for the six months ended June 30,
2000, an increase of approximately $6.5 million or 8% from the comparable
1999 period, due to an increase in sales of Ion Tech's DWDM related
equipment, partially offset by a decline in etch and deposition sales.
Metrology sales for the six months ended June 30, 2000 were $74.0

                                       15
<PAGE>

million, an increase of approximately $17.6 million or 31% compared to the
comparable 1999 period, reflecting a 46% increase in optical metrology products
from the newly acquired metrology businesses of OptiMag, Monarch and the slider
crown adjust product line, as well as a 22% increase in the sales of atomic
force microscopes. Industrial measurement sales for the six months ended June
30, 2000 were $5.5 million, a decrease of 43% from the comparable 1999 period
principally due to the sale on January 17, 2000 of the Company's leak detection
business.

Veeco received $243.6 million of orders for the six months ended June 30, 2000,
a 40% increase compared to $174.1 million of orders in the comparable 1999
period. Process equipment orders increased 24% to $144.2 million, principally
reflecting an increase in optical telecommunications bookings. Metrology orders
increased 86% to $93.6 million, reflecting a 148% increase in optical metrology
products, as well as an increase in atomic force microscopes. The book/bill
ratio for the six months ended June 30, 2000 was 1.42.

In connection with the merger with CVC, the Company incurred non-recurring
charges of $33.0 million, of which a $15.3 million non-cash charge or 8.9% of
net sales related to the write-off of inventory, which has been included in
cost of sales. As a result, gross profit for the six months ended June 30,
2000 of $61.3 million represents a decrease of $10.0 million from the
comparable 1999 period. Gross profit, excluding the non-recurring charges, as
a percentage of net sales decreased to 44.7% for 2000 from 47.0 % for the
comparable 1999 period, principally due to a decline in the data storage
process equipment area primarily attributable to the decrease in etch and
deposition equipment sales, pricing pressure and underutilized overhead
structure. As a result of the merger with CVC, the Company closed CVC's
Virginia facility, which was duplicative to its New York operations. This
action will result in a lower overhead cost structure.

Research and development expenses of $27.4 million for the six months ended June
30, 2000 increased by approximately $7.8 million, or 39%, over the comparable
period of 1999, due primarily to the continued investment in new products and
technology, particularly in the process equipment area.

Selling, general and administrative expenses were $36.3 million or 21.2% of net
sales for the six months ended June 30, 2000, as compared to $29.9 million or
19.7% of net sales in 1999. This increase was principally due to the expansion
of direct sales and service presence in both Japan and the Asia Pacific regions
as well as the purchase of OptiMag, the slider crown adjust product line and the
atomic force microscope business, which had no comparable operating spending in
1999 since they were accounted for using the purchase method of accounting.

In the six months ended June 30, 2000, the Company recorded $33.25 million of
non-recurring charges. In addition to the $33.0 million charge in conjunction
with the CVC merger, Veeco also recorded merger expenses of $0.25 million in
the six months ended June 30, 2000 representing transaction and other costs
related to the merger with Monarch Labs, Inc.

                                       16
<PAGE>

Income taxes for the six months ended June 30, 2000 amounted to an $8.5
million tax benefit, or 40% of loss before income taxes, as compared to $8.2
million of income tax expense, or 37% of income before income taxes, for the
same period of 1999.

LIQUIDITY AND CAPITAL RESOURCES

Net cash used in operations totaled $22.9 million for the six months ended
June 30, 2000 compared to cash provided by operations of $18.7 million for
the comparable 1999 period. This change in cash used in operations reflects a
decrease in net income for the 2000 period of $26.6 million from the
comparable 1999 period, along with the use of cash for changes in operating
assets and liabilities. Accounts payable increased by $6.7 million, while
increasing $1.8 million in the comparable 1999 period. The increase in
accounts payable reflects the increase in volume for the six months ended
June 30, 2000. Accrued expenses and other current liabilities decreased by
$4.4 million during the six months ended June 30, 2000, while increasing $9.0
million during the comparable 1999 period. The decrease in accrued expenses
and other current liabilities is due primarily to the payment of income
taxes, offset by accrued merger and reorganization costs, primarily for CVC.
Accounts receivable increased by $20.3 million during six months ended June
30, 2000, while increasing $4.8 million during the comparable 1999 period.
The increase in accounts receivable in 2000 is due to the increased sales
volume in 2000, as well as slower payment by certain data storage and
international customers. Inventories increased by $9.1 million due to the
increase in purchases of inventory related to increases in both metrology and
optical telecommunications process equipment sales. As a result of the merger
and reorganization costs incurred in connection with the CVC merger, the
Company anticipates a refund of income taxes of approximately $9.5 million.
Net cash used in operations for the six months ended June 30, 2000 also
included operating activities for the three months ended December 31, 1999
related to CVC. Prior to the merger, CVC's fiscal year end was September 30.

Net cash used in investing activities for the six months ended June 30, 2000
totaled $17.7 million compared to $5.7 million for the comparable 1999 period.
Cash used in 2000 consisted of $11.9 million of capital expenditures partially
offset by $3.0 million of proceeds from the sale of the leak detection business.
The Company also expended approximately $7.2 million for the purchase of assets
of acquired businesses and approximately $1.3 million for the purchase of
short-term investments in 2000. Net cash used in investing activities for the
six months ended June 30, 2000 also included investing activities for the three
months ended December 31, 1999 related to CVC. Prior to the merger, CVC's fiscal
year end was September 30.

Net cash provided by financing activities for the six months ended June 30, 2000
totaled $23.9 million, compared to $55.1 million for the comparable 1999 period.
Cash provided by financing activities in 2000 consisted of $17.0 million of
proceeds from borrowings under the Company's revolving credit facilities, as
well as proceeds of $11.9 million from stock issuances upon exercise of stock
options, partially offset by $8.6 million of debt repayments. Net cash provided
by financing activities for the six months ended June 30, 2000 also included
financing activities for the three months ended December 31, 1999 related to
CVC. Prior to the merger, CVC's fiscal year end was September 30.



                                       17
<PAGE>

The Company has an unsecured $40.0 million Credit Facility (the "Credit
Facility") which may be used for working capital, acquisitions and general
corporate purposes. The Credit Facility bears interest at the prime rate of the
lending banks, but such rate may be increased to a maximum rate of .25% above
the prime rate in the event the Company's ratio of debt to cash flow exceeds a
defined ratio. A LIBOR-based interest rate option is also provided. As of June
30, 2000, there was $10.0 million outstanding under the Credit Facility. In May
2000, this credit facility was amended to allow for the recently completed CVC
merger. The Company's CVC subsidiary also has a $15.0 million line of credit.
Maximum borrowings under this line are based upon certain financial criteria and
are at an interest rate of prime. As of June 30, 2000, there was approximately
$7.0 million outstanding under this line.

In connection with the atomic force microscope acquisition, the Company will be
required to pay approximately $4.8 million of the purchase price to the seller,
due in four equal quarterly installments, with the final payment due on March
23, 2001.

In connection with the OptiMag acquisition, the Company agreed to purchase
approximately twenty-five percent of OptiMag's outstanding stock which it does
not already own on October 15, 2000 for approximately $1.2 million. In addition,
the Company will be required to pay consideration to the former shareholders of
OptiMag based upon both future sales and the future appraised value of OptiMag.
The consideration will be calculated based upon a predetermined percentage of
OptiMag's sales for the period from January 1, 2000 to December 31, 2000, as
well as the appraised fair market value of OptiMag, adjusted for certain items,
as of December 31, 2000.

The Company believes that existing cash balances together with cash generated
from operations and amounts available under the Company's credit facilities will
be sufficient to meet the Company's projected working capital and other cash
flow requirements for the next twelve months.


                                       18
<PAGE>

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK.

Veeco's investment portfolio consists of cash equivalents, corporate bonds,
commercial paper, floating rate bonds, obligations of U.S. Government
agencies and municipal bonds. These investments are considered
available-for-sale securities; accordingly, the carrying amounts approximate
fair value. Assuming June 30, 2000 variable debt and investment levels, a
one-point change in interest rates would not have a material impact on net
interest expense. Veeco's net sales to foreign customers represented
approximately 55% and 56% of Veeco's total net sales for the three and six
months ended June 30, 2000, respectively, and 42% and 49% for the three and
six months ended June 30, 1999, respectively. The Company expects that net
sales to foreign customers will continue to represent a large percentage of
Veeco's total net sales. Veeco's net sales denominated in foreign currencies
represented approximately 8% and 9% of Veeco's total net sales for the three
and six months ended June 30, 2000, respectively, and 9% for both the three
and six months ended June 30, 1999. The Company has not engaged in foreign
currency hedging transactions. The aggregate foreign currency exchange loss
included in determining consolidated results of operations was not material
during the three and six months ended June 30, 2000 and 1999. The change in
currency exchange rate that has the largest impact on translating Veeco's
international operating profit is the Japanese yen. The Company estimates
that a 10% change in foreign currency exchange rates would impact reported
operating profit for the six months ended June 30, 2000 by approximately $1.1
million. The Company believes that this quantitative measure has inherent
limitations because it does not take into account any governmental actions or
changes in either customer purchasing patterns or financing and operating
strategies.

                                       19
<PAGE>

PART II.  OTHER INFORMATION

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

A special meeting of stockholders of the Company was held on May 5, 2000 to (a)
approve the issuance of shares of the Company's common stock in connection with
the merger of CVC, Inc. with a subsidiary of the Company and (b) to approve an
amendment to the Company's certificate of incorporation to increase the
authorized shares of common stock from 25,000,000 shares to 40,000,000 shares.
As of the record date for the meeting, there were 18,137,390 shares of common
stock outstanding, each of which was entitled to one vote with respect to each
of the matters voted on at the meeting. The results of the voting were as
follows:

                                                                 BROKER
    MATTER         FOR            AGAINST        ABSTAINED      NON-VOTES
    ------     ----------         -------        ---------      ---------
      (a)      12,137,626         408,015         299,376         133,263
      (b)      12,131,134         532,766         309,080           5,300


The annual meeting of stockholders of the Company was held on May 12, 2000. The
matters voted on at the meeting were: (a) the election of two directors, (i)
Edward H. Braun and (ii) Richard A. D'Amore; (b) the adoption of the Veeco
Instruments Inc. 2000 Stock Option Plan; and (c) the appointment of Ernst &
Young LLP as the Company's auditors for the fiscal year ending December 31,
2000. As of the record date for the meeting, there were 18,137,390 shares of
common stock outstanding, each of which was entitled to one vote with respect to
each of the matters voted on at the meeting. The results of the voting were as
follows:

                                                                 BROKER
    MATTER         FOR            AGAINST        ABSTAINED      NON-VOTES
    ------     ----------         -------        ---------      ---------
     (a)(i)      13,435,618         104,244           --           --
     (a)(ii)     13,435,618         104,244           --           --
      (b)         7,931,572         918,177          24,410     4,665,703
      (c)        13,509,240          29,942             680        --



                                       20
<PAGE>

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K.

EXHIBITS:

(a)  Exhibits

Unless otherwise indicated, each of the following exhibits has been previously
filed with the Securities and Exchange Commission by the Company under File No.
0-16244.

<TABLE>
<CAPTION>
                                                                   INCORPORATED BY REFERENCE
NUMBER      EXHIBIT                                                TO THE FOLLOWING DOCUMENTS
- ------      -------                                                --------------------------
<S>         <C>                                                    <C>
3.1         Amendment to Certificate of Incorporation of           *
            Veeco Instruments Inc. dated May 5, 2000

3.2         Seconded Amended and Restated Bylaws of Veeco          *
            Instruments Inc. effective May 5, 2000

10.1        Amendment No. 4 to Credit  Agreement,  dated May       *
            4, 2000 between Veeco  Instruments  Inc.,  Fleet
            Bank N.A. and The Chase Manhattan Bank.

10.2        Employment Agreement dated as of April 3, 2000         *
            between Edward H. Braun and Veeco Instruments
            Inc.

10.3        Employment Agreement dated as of February 29,          Registration Statement on Form S-4
            2000 between Christine B. Whitman and Veeco            (File No. 33-32608), filed March 15, 2000,
            Instruments Inc.                                       Exhibit 10.3

10.4        Employment Agreement dated as of April 3, 2000         *
            between John F. Rein, Jr. and Veeco Instruments
            Inc.

10.5        Veeco Instruments Inc. 2000 Stock Option Plan          Current Report on Form 8-K filed May 9, 2000,
                                                                   Exhibit 10.1

10.6        CVC, Inc. 1999 Non-employee Directors' Stock           Registration Statement on Form S-8 (File Number
            Option Plan                                            333-36348) filed May 5, 2000, Exhibit 4.1

10.7        CVC, Inc. Amended and Restated 1997 Stock              Registration Statement on Form S-8 (File Number
            Option Plan                                            333-36348) filed May 5, 2000, Exhibit 4.2



                                       21
<PAGE>

<CAPTION>
                                                                   INCORPORATED BY REFERENCE
NUMBER      EXHIBIT                                                TO THE FOLLOWING DOCUMENTS
- ------      -------                                                --------------------------
<S>         <C>                                                    <C>
10.8        Amended and Restated (1996) Stock Option Plan          Registration Statement on Form S-8 (File Number
            of CVC, Inc. (formerly, CVC Holdings, Inc.)            333-36348) filed May 5, 2000, Exhibit 4.3

10.9        Form of Commonwealth Scientific Corporation            Registration Statement on Form S-8 (File Number
            Non-Qualified Stock Option Agreement                   333-36348) filed May 5, 2000, Exhibit 4.4

10.10       Stock Option Agreement between CVC, Inc.               Registration Statement on Form S-8 (File Number
            (formerly CVC Holdings, Inc.) and Christine B.         333-36348) filed May 5, 2000, Exhibit 4.14
            Whitman, effective December 21, 1990

10.11       Union Agreement dated October 31, 1998 between         CVC, Inc. Registration Statement on Form S-1
            CVC Products, Inc. and Local 342, International        (File Number 333-38057) filed November 3, 1999,
            Union of Electronic, Electrical, Salaried,             Exhibit 10.42
            Machine & Furniture Workers, AFL-CIO

10.12       Loan Agreement dated March 31, 1998 between CVC        CVC, Inc. Registration Statement on Form S-1
            Products, Inc. and Manufacturers and Traders           (File Number 333-38057), Exhibits 10.44, 10.45,
            Trust Company, including amendments thereto            10.46 and 10.47
            dated September 30, 1998, February 19, 1999 and
            September 22, 1999

10.13       Amendment No. 5 to Credit Agreement, dated             *
            May 4, 2000 between Veeco Instruments Inc.,
            Fleet Bank N.A. and The Chase Manhattan Bank

27.1        Financial Data Schedule of Veeco Instruments           *
            Inc. for the quarterly period ended June 30,
            2000

27.2        Financial Data Schedule of Veeco Instruments           *
            Inc. for the quarterly period ended June 30,
            1999 (restated)
</TABLE>

*Filed herewith.

(b) Reports on Form 8-K.

     The Registrant filed a Current Report on Form 8-K on May 9, 2000 regarding
a revised version its 2000 Stock Option Plan.

     The Registrant filed a Current Report on From 8-K on May 12, 2000 regarding
the completion of its merger with CVC, Inc.


                                       22
<PAGE>

                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

Date:  AUGUST 14, 2000
       --------------
                                        Veeco Instruments Inc.

                                        By:  /s/ EDWARD H. BRAUN
                                            -----------------------
                                            Edward H. Braun
                                            Chairman and Chief Executive Officer

                                        By: /s/ JOHN F. REIN, JR.
                                            -----------------------
                                            John F. Rein, Jr.
                                            Executive Vice President, Finance,
                                            Chief Financial Officer,
                                            Treasurer and Secretary


                                       23
<PAGE>

                                  EXHIBIT INDEX

EXHIBITS:

3.1    Amendment to Certificate of Incorporation of Veeco Instruments Inc. dated
       May 5, 2000

3.2    Seconded Amended and Restated Bylaws of Veeco Instruments Inc. effective
       May 5, 2000

10.1   Amendment No. 4 to Credit Agreement, dated May 4, 2000 between Veeco
       Instruments Inc., Fleet Bank N.A. and The Chase Manhattan Bank.

10.2   Employment Agreement dated as of April 3, 2000 between Edward H. Braun
       and Veeco Instruments Inc.

10.4   Employment Agreement dated as of April 3, 2000 between John F. Rein, Jr.
       and Veeco Instruments Inc.

10.13  Amendment No. 5 to Credit Agreement, dated May 4, 2000 between
       Veeco Instruments Inc., Fleet Bank N.A. and The Chase Manhattan
       Bank

27.1   Financial Data Schedule of Veeco Instruments Inc. for the quarterly
       period ended June 30, 2000

27.2   Financial Data Schedule of Veeco Instruments Inc. for the quarterly
       period ended June 30, 1999 (restated)



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3.1
<SEQUENCE>2
<FILENAME>ex-3_1.txt
<DESCRIPTION>CERTIFICATE OF AMDENDMENT
<TEXT>

<PAGE>


                                                                  Exhibit 3.1



                            CERTIFICATE OF AMENDMENT
                                       OF
                              AMENDED AND RESTATED
                          CERTIFICATE OF INCORPORATION
                                       OF
                             VEECO INSTRUMENTS INC.

        It is hereby certified that:

     1. The name of the corporation (the "Corporation") is Veeco Instruments
Inc.

     2. Article 4 of the amended and restated certificate of incorporation of
the Corporation, as amended to date (the "Certificate of Incorporation"), is
hereby amended to read in its entirety as follows:

                "4. The corporation shall have authority to issue a total
         of 40,500,000 shares, to be divided into 40,000,000 shares of
         common stock with par value of $0.01 per share and 500,000 shares
         of preferred stock with par value of $0.01 per share."

     3. The amendment of the Certificate of Incorporation effective hereby and
herein certified has been duly adopted in accordance with the provisions of
Section 242 of the General Corporation Law of the State of Delaware.

Dated as of May 5, 2000

                                          VEECO INSTRUMENTS INC.


                                          By: /s/ GREGORY A. ROBBINS
                                              ----------------------------------
                                              Gregory A. Robbins
                                              Vice President and General Counsel

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3.2
<SEQUENCE>3
<FILENAME>ex-3_2.txt
<DESCRIPTION>RESTATED BY-LAWS
<TEXT>

<PAGE>
                                                                   Exhibit 3.2


                       SECOND AMENDED AND RESTATED BYLAWS
                                       OF
                             VEECO INSTRUMENTS INC.
                               (the "Corporation")


1. MEETINGS OF STOCKHOLDERS.

     1.1 ANNUAL MEETING. The annual meeting of stockholders shall be held at a
place and time determined by the board of directors (the "Board").

     1.2 SPECIAL MEETINGS. Special meetings of the stockholders may be called by
resolution of the Board or by the chief executive officer of the Corporation and
shall be called by the chief executive officer of the Corporation or secretary
of the Corporation upon the written request (stating the purpose or purposes of
the meeting) of a majority of the directors then in office or of the holders of
50% of the outstanding shares entitled to vote. Only business related to the
purposes set forth in the notice of the meeting may be transacted at a special
meeting.

     1.3 PLACE AND TIME OF MEETINGS. Meetings of the stockholders may be held in
or outside Delaware at the place and time specified by the Board, the chief
executive officer of the Corporation or the directors or stockholders requesting
the meeting (as applicable).

     1.4 NOTICE OF MEETINGS; WAIVER OF NOTICE. Written notice of each meeting of
stockholders shall be given to each stockholder entitled to vote at the meeting,
except that (a) it shall not be necessary to give notice to any stockholder who
submits a signed waiver of notice before or after the meeting, and (b) no notice
of an adjourned meeting need be given except when required under Section 1.5 of
these bylaws or by law. Each notice of a meeting shall be given, personally or
by mail, not less than 10 nor more than 60 days before the meeting and shall
state the time and place of the meeting, and unless it is the annual meeting,
shall state at whose direction or request the meeting is called and the purposes
for which it is called. If mailed, notice shall be considered given when mailed
to a stockholder at his address on the Corporation's records. The attendance of
any stockholder at a meeting, without protesting at the beginning of the meeting
that the meeting is not lawfully called or convened, shall constitute a waiver
of notice by him.

     1.5 QUORUM. At any meeting of stockholders, the presence in person or by
proxy of the holders of 50% of the shares entitled to vote shall constitute a
quorum for the transaction of any business. In the absence of a quorum, a
majority in voting interest of those present or, if no stockholders are present,
any officer entitled to preside at or to act as secretary of the meeting, may
adjourn the meeting until a quorum is present. At any adjourned meeting at which
a quorum is present any action may be taken which might have been taken at the
meeting as originally called. No notice of an adjourned meeting need be given if
the time and place are announced at the meeting at which the adjournment is
taken except that, if adjournment is for more than thirty days or if, after the
adjournment, a new record date is fixed for the meeting, notice of the adjourned
meeting shall be given pursuant to Section 1.4.


<PAGE>

     1.6 VOTING; PROXIES. Each stockholder of record shall be entitled to one
vote for every share registered in his name. Corporate action to be taken by
stockholder vote, other than the election of directors, shall be authorized by a
majority of the votes cast at a meeting of stockholders, except as otherwise
provided by law or by Section 1.8 of these bylaws. Directors shall be elected in
the manner provided in Section 2.1 of these bylaws. Voting need not be by ballot
unless ordered by the chairman of the meeting; however, all elections of
directors shall be by written ballot, unless otherwise provided in the
certificate of incorporation. Each stockholder entitled to vote at any meeting
of stockholders or to express consent to or dissent from corporate action in
writing without a meeting may authorize another person to act for him by proxy.
Every proxy must be signed by the stockholder or his attorney-in-fact. No proxy
shall be valid after three years from its date unless it provides otherwise.

     1.7 LIST OF STOCKHOLDERS. Not less than 10 days prior to the date of any
meeting of stockholders, the secretary of the Corporation shall prepare a
complete list of stockholders entitled to vote at the meeting, arranged in
alphabetical order and showing the address of each stockholder and the number of
shares registered in his name. For a period of not less than 10 days prior to
the meeting, the list shall be available during ordinary business hours for
inspection by any stockholder for any purpose germane to the meeting. During
this period, the list shall be kept either (a) at a place within the city where
the meeting is to be held, if that place shall have been specified in the notice
of the meeting, or (b) if not so specified, at the place where the meeting is to
be held. The list shall also be available for inspection by stockholders at the
time and place of the meeting.

     1.8 ACTION BY CONSENT WITHOUT A MEETING. No action required or permitted to
be taken at any meeting of stockholders may be taken by written consent without
a meeting.

2. BOARD OF DIRECTORS.

     2.1 NUMBER, QUALIFICATION, ELECTION AND TERM OF DIRECTORS. The business of
the Corporation shall be managed by the Board, which shall consist of such
number of directors as may be set from time to time by resolution of a majority
of the Board or by the stockholders, but no decrease in the number of directors
that constitutes the Board may shorten the term of any incumbent director.
Unless otherwise provided in the certificate of incorporation, directors shall
be elected at each annual meeting of stockholders and shall hold office until
the next annual meeting of stockholders and until the election and qualification
of their respective successors, subject to the provisions of Section 2.9. As
used in these bylaws, the term "entire Board" means the total number of
directors which the Corporation would have if there were no vacancies on the
Board.

     2.2 QUORUM AND MANNER OF ACTING. A majority of the entire Board shall
constitute a quorum for the transaction of business at any meeting. Action of
the Board shall be authorized by the vote of a majority of the directors present
at the time of the vote if there is a quorum, unless otherwise provided by law
or these bylaws. In the absence of a quorum, a majority of the directors present
may adjourn any meeting from time to time until a quorum is present.



                                       2
<PAGE>

     2.3 PLACE OF MEETINGS. Meetings of the Board may be held in or outside
Delaware.

     2.4 ANNUAL AND REGULAR MEETINGS. Annual meetings of the Board, for the
election of officers and consideration of other matters, shall be held either
(a) without notice immediately after the annual meeting of stockholders and at
the same place, or (b) at such time and place as the chairman of the board shall
determine, on notice as provided in Section 2.6 of these Bylaws. Regular
meetings of the Board may be held without notice at such times and places as the
Board determines. If the day fixed for a regular meeting is a legal holiday, the
meeting shall be held on the next business day.

     2.5 SPECIAL MEETINGS. Special meetings of the Board may be called by the
chief executive officer of the Corporation or by a majority of the entire Board.

     2.6 NOTICE OF MEETINGS; WAIVER OF NOTICE. Notice of the time and place of
each special meeting of the Board, and of each annual meeting not held
immediately after the annual meeting of stockholders and at the same place,
shall be given to each director by mailing it to him at his residence or usual
place of business at least three days before the meeting, or by delivering or
telephoning or telecopying it to him at least two days before the meeting.
Notice of a special meeting shall also state the purpose or purposes for which
the meeting is called. Notice need not be given to any director who submits a
signed waiver of notice before or after the meeting or who attends the meeting
without protesting at the beginning of the meeting the transaction of any
business because the meeting was not lawfully called or convened. Notice of any
adjourned meeting need not be given, other than by announcement at the meeting
at which the adjournment is taken.

     2.7 BOARD OR COMMITTEE ACTION WITHOUT A MEETING. Any action required or
permitted to be taken by the Board or by any committee of the Board may be taken
without a meeting if all of the members of the Board or of the committee consent
in writing to the adoption of a resolution authorizing the action. The
resolution and the written consents by the members of the Board or the committee
shall be filed with the minutes of the proceeding of the Board or of the
committee.

     2.8 PARTICIPATION IN BOARD OR COMMITTEE MEETINGS BY CONFERENCE TELEPHONE.
Any or all members of the Board or of any committee of the Board may participate
in a meeting of the Board or of the committee by means of a conference telephone
or similar communications equipment allowing all persons participating in the
meeting to hear each other at the same time. Participation by such means shall
constitute presence in person at the meeting.

     2.9 RESIGNATION AND REMOVAL OF DIRECTORS. Any director may resign at any
time by delivering his resignation in writing to the chief executive officer of
the Corporation or secretary of the Corporation, to take effect at the time
specified in the resignation; the acceptance of a resignation, unless required
by its terms, shall not be necessary to make it effective. Any or all of the
directors may be removed at any time, either with or without cause, by vote of
the stockholders.

     2.10 VACANCIES. Any vacancy in the Board, including one created by an
increase in the number of directors, may be filled for the unexpired term by a
majority vote of the remaining directors, though less than a quorum.



                                       3
<PAGE>

     2.11 COMPENSATION. Directors who are not executive officers of the
Corporation shall receive such compensation as the Board determines, together
with reimbursement of their reasonable expenses in connection with the
performance of their duties. Directors who are also executive officers of the
Corporation shall receive no additional compensation for service as directors. A
director may also be paid for serving the Corporation, its affiliates or
subsidiaries in other capacities.

3. COMMITTEES.

     3.1 EXECUTIVE COMMITTEE. The Board, by resolution adopted by a majority of
the entire Board, may designate an Executive Committee of one or more directors
which shall have such powers and duties as the Board shall determine, except as
limited by section 141(c) of the Delaware General Corporation Law or any other
applicable law. The members of the Executive Committee shall serve at the
pleasure of the Board. All action of the Executive Committee shall be reported
to the Board at its next meeting.

     3.2 OTHER COMMITTEES. The Board, by resolution adopted by a majority of the
entire Board, may designate other committees of one or more directors, which
shall serve at the Board's pleasure and have such powers and duties as the Board
determines, except as limited by section 141(c) of the Delaware General
Corporation Law or any other applicable law.

     3.3 COMMITTEES. The following committees are hereby created, with the
powers and duties hereinafter set forth.

        (A) COMPENSATION COMMITTEE The Compensation Committee shall be comprised
of three (3) or more directors (as set from time to time by resolution of a
majority of the entire Board). The Compensation Committee shall fix the
compensation of the chief executive officer and such other executive officers as
it shall determine and administer any stock option, stock appreciation or other
incentive compensation programs of the Corporation.

        (B) AUDIT COMMITTEE. The Audit Committee shall be comprised of three (3)
or more directors (as set from time to time by resolution of the majority of the
entire Board) who are not employees of the Corporation. The Audit Committee
shall have full corporate power and authority to act in respect of any matter
which may develop or arise in connection with any audit or the maintenance of
internal accounting controls or any other matter relating to the Corporation's
financial affairs. The Audit Committee shall review, at least once each fiscal
year, the services performed and to be performed by the Corporation's
independent public accountants and the fees charged therefor, and, in connection
therewith, consider the effect of any nonaudit services on the independence of
such accountants. The Audit Committee shall also review with the Corporation's
independent public accountants and its internal audit department the general
scope of their respective audit coverages, the procedure and internal accounting
controls adopted by the Corporation and any significant matters encountered by
any of them.



                                       4
<PAGE>

        (C) NOMINATING COMMITTEE. The Nominating Committee shall be comprised of
three (3) or more directors (as set from time to time by resolution of a
majority of the entire Board). The Nominating Committee shall provide to the
Board its recommendations regarding individuals to be considered for election as
directors of the Corporation at meetings of the stockholders of the Corporation
and shall have such other powers and duties as may be determined by the Board
from time to time.

     3.4 RULES APPLICABLE TO COMMITTEES. The Board may designate one or more
directors as alternate members of any committee, who may replace any absent or
disqualified member at any meeting of the committee. In the absence or
disqualification of any member of a committee, the member or members present at
a meeting of the committee and not disqualified, whether or not a quorum, may
unanimously appoint another director to act at the meeting in place of the
absent or disqualified member. All action of a committee shall be reported to
the Board at its next meeting.

4. OFFICERS.

     4.1 NUMBER. The executive officers of the Corporation shall be the chairman
of the board and chief executive officer, the president, one or more vice
presidents, a secretary and a treasurer. Any two or more offices may be held by
the same person.

     4.2 ELECTION; TERM OF OFFICE. The executive officers of the Corporation
shall be elected annually by the Board, and each such officer shall hold office
until the next annual meeting of the Board, and until the election of his
successor, subject to the provisions of Section 4.4.

     4.3 SUBORDINATE OFFICERS. The Board and the chief executive officer may
appoint subordinate officers (including assistant secretaries and assistant
treasurers), agents or employees, each of whom shall hold office for such period
and have such powers and duties as the Board or the chief executive officer
determines. The chief executive officer may delegate to any executive officer
the power to appoint and define the powers and duties of any subordinate
officers, agents or employees.

     4.4 RESIGNATION AND REMOVAL OF OFFICERS. Any officer may resign at any time
by delivering his resignation in writing to the chief executive officer or
secretary of the Corporation, to take effect at the time specified in the
resignation; the acceptance of a resignation, unless required by its terms,
shall not be necessary to make it effective. Any officer appointed by the Board
or appointed by an executive officer or by a committee may be removed by the
Board either with or without cause, and in the case of an officer appointed by
an executive officer or by a committee, by the officer or committee who
appointed him or by the chief executive officer of the Corporation.

     4.5 VACANCIES. A vacancy in any office may be filled for the unexpired term
in the manner prescribed in Sections 4.2 and 4.3 of these bylaws for election or
appointment to the office.

     4.6 THE CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER. The chairman of
the board and chief executive officer of the


                                       5
<PAGE>

Corporation shall be the chief executive officer of the Corporation, and
shall preside at all meetings of the Board and of the stockholders. The chief
executive officer of the Corporation shall be in charge of the business and
affairs of the Corporation and be its chief policy making officer, subject to
the powers of the Board. During the absence or disability of the president of
the Corporation, the chief executive officer of the Corporation shall exercise
all of the powers and discharge all of the duties of the president of the
Corporation. The chief executive officer of the Corporation shall also perform
such other duties and may exercise such other powers as may from time to time be
assigned to him by the Board.

     4.7 THE PRESIDENT. The president shall be the chief operating officer of
the Corporation. The president of the Corporation shall, subject to the control
of the Board and the chief executive officer of the Corporation, have general
supervision over the business of the Corporation and shall see that all orders
and resolutions of the Board are carried into effect. The president of the
Corporation shall also perform such other duties and may exercise such other
powers as may from time to time be assigned to him by the chief executive
officer of the Corporation.

     4.8 VICE PRESIDENT. Each vice president of the Corporation shall have such
powers and duties as the chief executive officer of the Corporation assigns to
him.

     4.9 THE TREASURER. The treasurer of the Corporation shall be the chief
financial officer of the Corporation and shall be in charge of the Corporation's
books and accounts. The treasurer shall also perform such other duties and may
exercise such other powers as may from time to time be assigned to him by the
chief executive officer of the Corporation.

     4.10 THE SECRETARY. The secretary of the Corporation shall be the secretary
of, and keep the minutes of, all meetings of the Board and of the stockholders,
shall be responsible for giving notice of all meetings of stockholders and of
the Board, and shall keep the seal and, when authorized by the Board, apply it
to any instrument requiring it. Subject to the control of the Board, he shall
have such powers and duties as the Board or the chief executive officer of the
Corporation assigns to him. In the absence of the secretary of the Corporation
from any meeting, the minutes shall be kept by the person appointed for that
purpose by the presiding officer.

     4.11 SALARIES. Subject to the provisions of Section 3.3(A) hereof, the
chief executive officer may fix the officers' salaries.

5. SHARES.

     5.1 CERTIFICATES. The Corporation's shares shall be represented by
certificates in the form approved by the Board. Each certificate shall be signed
by the chief executive officer, the president or a vice president and by the
secretary or an assistant secretary, or the treasurer or an assistant treasurer,
and shall be sealed with the Corporation's seal or a facsimile of the seal. Any
or all of the signatures on the certificate may be a facsimile.

     5.2 TRANSFERS. Shares shall be transferable only on the Corporation's
books, upon surrender of the certificate for the shares, properly endorsed. The
Board may require satisfactory surety before issuing a new certificate to
replace a certificate claimed to have been lost or destroyed.



                                       6
<PAGE>

     5.3 DETERMINATION OF STOCKHOLDERS OF RECORD. The Board may fix, in advance,
a date as the record date for the determination of stockholders entitled to
notice of or to vote at any meeting of the stockholders, or to express consent
to or dissent from any proposal without a meeting, or to receive payment of any
dividend or the allotment of any rights, or for the purpose of any other action.
The record date may not be more than 60 or less than 10 days before the date of
the meeting or more than 60 days before any other action.

6. MISCELLANEOUS.

     6.1 SEAL. The Board shall adopt a corporate seal, which shall be in the
form of a circle and shall bear the Corporation's name and the year and state in
which it was incorporated.

     6.2 FISCAL YEAR. The Board may determine the Corporation's fiscal year.
Until changed by the Board, the Corporation's fiscal year shall be the calendar
year.

     6.3 VOTING OF SHARES IN OTHER CORPORATIONS. Shares in other corporations
which are held by the Corporation may be represented and voted by the chief
executive officer, the president or a vice president of this Corporation or by
proxy or proxies appointed by one of them. The Board may, however, appoint some
other person to vote the shares.

     6.4 AMENDMENTS. Bylaws may be amended, repealed or adopted by the
stockholders or by a majority of the entire Board, but any bylaw adopted by the
Board may be amended or repealed by the stockholders.

     These Second Amended and Restated Bylaws became effective on May 5, 2000.


                                       7
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>4
<FILENAME>ex-10_1.txt
<DESCRIPTION>CREDIT AGREEMENT
<TEXT>

<PAGE>


                                                                 Exhibit 10.1



                       AMENDMENT NO. 4 TO CREDIT AGREEMENT

     This Amendment No. 4 to Credit Agreement (this "Amendment") is made this
4th day of May, 2000 by and among:

     VEECO INSTRUMENTS INC., a corporation organized under the laws of the State
of Delaware (the "Borrower"); and

     FLEET BANK, N.A., a national banking association organized under the laws
of the United States ("Fleet") and THE CHASE MANHATTAN BANK, a New York banking
corporation ("Chase", collectively with Fleet, the "Banks").

                                    RECITALS:

     (A) The Borrower and the Banks are parties to a Credit Agreement dated as
of July 31, 1996, as amended by Amendment No. 1 to Credit Agreement, dated June
25, 1997, Amendment No. 2 to Credit Agreement, dated as of January 31, 1999 and
Amendment No. 3 and Waiver to Credit Agreement, dated March 3, 2000 (the Credit
Agreement as so amended being hereinafter referred to as the "Credit
Agreement");

     (B) The Borrower has requested, subject to the terms and conditions of this
Amendment, to amend certain provisions of the Credit Agreement and the Banks are
willing to amend such provisions of the Credit Agreement as set forth herein;
and

     (C) Any capitalized items not defined herein shall have the meanings
ascribed thereto in the Credit Agreement,

     NOW, THEREFORE, the parties hereto hereby agree as follows:

ARTICLE 1. AMENDMENTS TO CREDIT AGREEMENT.

     This Amendment shall be deemed to be an amendment to the Credit Agreement
and shall not be construed in any way as a replacement or substitute therefore.
All of the terms and provisions of this Amendment are hereby incorporated by
reference into the Credit Agreement as if such terms and provisions were set
forth in full therein.

     SECTION 1.1. The definition of the term "Permitted Acquisition" contained
in Section 1.1 of the Credit Agreement is hereby amended and restated to provide
in its entirety as follows:

          "Permitted Acquisition" means (a) any Acquisition after January 31,
     1999 but prior to May 5, 2000 by the Borrower or any of its Subsidiaries of
     any Person or of any division or line of business of any Person or any
     assets of any Person (each such Person, division, line of business or
     assets, an "Eligible Business"), including, but not limited to the
     Acquisition of CVC, Inc., and (b) any Acquisition after May 5, 2000 by the
     Borrower or any of its Subsidiaries of any Eligible Business,


<PAGE>

     provided, in the case of a Permitted Acquisition described in section (b)
     of this definition or the Acquisition of CVC, Inc., that (i) the Permitted
     Acquisition Purchase Price of such Permitted Acquisition, or aggregate
     PermittedAcquisition Purchase Price of all such Permitted Acquisitions
     during the term of this Agreement, does not exceed $100,000,000, in the
     aggregate, (ii) such Eligible Business is engaged generally in the same
     line of business as the Borrower and its Subsidiaries; (iii) the Permitted
     Acquisition Purchase Price (excluding the value of capital stock issued by
     the Borrower or any of its Subsidiaries) of all such Permitted Acquisitions
     does not exceed $40,000,000, (iv) no Default or Event of Default shall
     exist immediately before or after giving effect to such Permitted
     Acquisition or result from the consummation thereof, and (v) each of the
     following conditions shall have been satisfied:

               (A) such Acquisition shall not be a "hostile" acquisition or
          other "hostile" transaction (I.E., such transaction shall have been
          approved by the Board of Directors or other appropriate governing body
          of the Eligible Business);

               (B) such Eligible Business, if it is a Person, shall be
          incorporated in or organized under the laws of one of the States of
          the United States or, if such acquisition is of assets, the majority
          of such assets shall be located in the United States;

               (C) if such Acquisition is a stock acquisition, such Acquisition
          shall be of greater than 50% of the issued and outstanding capital
          stock of such Eligible Business, whether by purchase or as a result of
          merger or consolidation (provided that the Borrower shall be the
          surviving corporation in any such merger or consolidation in which it
          is directly involved), and in any event shall consist of shares of
          capital stock with sufficient voting rights to entitle the Borrower to
          elect a majority of the directors of such Eligible Business and to
          control the outcome of any shareholder votes with respect to the
          shareholders of such Eligible Business;

               (D) within 10 Banking Days following the Closing of such
          Acquisition, any new Subsidiary created in connection therewith or
          acquired thereby which is a Material Domestic Subsidiary shall become
          a Guarantor;

               (E) if such Acquisition is an asset acquisition, any assets
          acquired shall be free of Liens, other than Permitted Liens, and, if
          such Acquisition is a stock acquisition, the assets of acquired
          company shall be free of Liens, other than Permitted Liens;

               (F) not less than (I) five Banking Days prior to the closing of
          such Acquisition if the purchase price thereof is greater than or
          equal to $15,000,000 or (II) fifteen Banking Days following the
          closing of such Acquisition if the purchase price thereof is less than
          $15,000,000, the Banks shall have been provided PRO FORMA closing date
          financial statements which shall include consolidated balance sheets
          and income statements; which demonstrate that on a PRO FORMA basis
          after consummation of the Acquisition, the Borrower and its
          Subsidiaries shall be in compliance with the financial covenants
          contained in Article 9 hereof (such statements to include the
          Borrower's calculations demonstrating such covenant compliance); and

                                        2


<PAGE>
               (G) within 30 days of the Closing of such Acquisition, the Banks
          shall have been provided such other documents, instruments or
          financial reports, as the Banks shall have reasonably requested.

ARTICLE 2. CONDITIONS TO EFFECTIVENESS.

     SECTION 2.1 The amendment to the Credit Agreement described herein shall
become effective on the date the Banks shall have received a counterpart of this
Amendment duly executed by the Borrower and each Guarantor.

ARTICLE 3. REPRESENTATIONS AND WARRANTIES.

     The Borrower hereby represents and warrants to the Banks that:

     SECTION 3.1. After giving effect to this Amendment, each and every one of
the representations and warranties set forth in the Credit Agreement is true in
all material respects as of the date hereof with respect to the Borrower and,
where applicable, the Guarantors with the same effect as though made on the date
hereof (unless such representation or warranty is limited by its terms to an
earlier date), and is hereby incorporated herein in full by reference as if
fully restated herein in its entirety.

     SECTION 3.2. After giving effect to this Amendment, no Default or Event of
Default, as defined in the Credit Agreement, now exists.

     SECTION 3.3. No representation, warranty or statement by the Borrower or
the Guarantors contained herein or in any other document to be furnished by the
Borrower or the Guarantors in connection herewith contains, or at the time of
delivery shall contain, any untrue statement of material fact, or omits or at
the time of delivery shall omit to state a material fact necessary to make such
representation, warranty or statement not misleading.

     SECTION 3.4. Each of the Facility Documents, other than the Security
Agreements and the Pledge Agreements, continues to be in full force and effect
and, with respect to the Guarantees, secure all payment and other obligations of
the Borrower under the Credit Agreement.

ARTICLE 4. MISCELLANEOUS.

     This Amendment shall be governed by and construed in accordance with the
laws of the State of New York.


                                        3


<PAGE>

     IN WITNESS WHEREOF, each of the undersigned has executed or caused to be
duly executed this Amendment as of the date first above written.


                                             VEECO INSTRUMENTS INC.


                                             By: /s/ AUTHORIZED SIGNATORY
                                                 -----------------------------
                                             Name:
                                             Title:

                                             FLEET BANK, N.A.


                                             By: /s/ AUTHORIZED SIGNATORY
                                                 -----------------------------
                                             Name:  Christopher Mendelsohn
                                             Title: Vice President

                                             THE CHASE MANHATTAN BANK


                                             By: /s/ AUTHORIZED SIGNATORY
                                                 -----------------------------
                                             Name:  Carolyn B. Lattanzi
                                             Title: Vice President



                                        4


<PAGE>


     The undersigned, not parties to the Credit Agreement but as Guarantors
under Guarantees executed in favor of the Bank, each hereby accept and agree to
the terms of the foregoing Amendment.

                                           WYKO CORPORATION


                                           By: /s/ AUTHORIZED SIGNATORY
                                               -----------------------------
                                               Name:
                                               Title:

                                           SLOAN TECHNOLOGY CORP.


                                           By: /s/ AUTHORIZED SIGNATORY
                                               -----------------------------
                                               Name:
                                               Title:

                                           VEECO INDUSTRIAL MEASUREMENT, LLC


                                           By: Veeco Instruments Inc.,
                                                 its Sole Member

                                           By: /s/ AUTHORIZED SIGNATORY
                                               -----------------------------
                                               Name:
                                               Title:

                                           VEECO METROLOGY, LLC


                                           By: Veeco Instruments Inc.,
                                                 its Sole Member

                                           By: /s/ AUTHORIZED SIGNATORY
                                               -----------------------------
                                               Name:
                                               Title:

                                           ION TECH, INC.


                                           By: /s/ AUTHORIZED SIGNATORY
                                               -----------------------------
                                               Name:
                                               Title:

                                           TULAKES REAL ESTATE INVESTMENTS, INC.


                                           By: /s/ AUTHORIZED SIGNATORY
                                               -----------------------------
                                               Name:
                                               Title:

                                           VEECO MINNEAPOLIS TECHNOLOGY
                                           CENTER INC.


                                           By: /s/ AUTHORIZED SIGNATORY
                                               -----------------------------
                                               Name:
                                               Title:



                                        5


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>5
<FILENAME>ex-10_2.txt
<DESCRIPTION>EMPLOYMENT AGREEMENT
<TEXT>


<PAGE>
                                                                  Exhibit 10.2

                              EMPLOYMENT AGREEMENT

     This EMPLOYMENT AGREEMENT ("Agreement") dated as of April 3, 2000, is by
and between Edward H. Braun (the "Executive") and Veeco Instruments Inc., a
Delaware corporation (the "Company").

     The Company and the Executive hereby agree as follows:

     1. EMPLOYMENT. The Company hereby employs the Executive, and the Executive
hereby accepts employment by the Company, upon the terms and conditions
hereinafter set forth.

     2. TERM. Subject to the provisions for earlier termination as provided
herein, the employment of the Executive hereunder will be for the period
commencing on the date of this Agreement (the "Effective Date") and ending on
the third anniversary of such date. Effective on the first anniversary of the
date hereof and on each successive anniversary date thereafter, the term shall
automatically be extended by an additional one year unless, no later than 90
days prior to any such anniversary date, either the Company or the Executive
gives written notice to the other that the term will not be extended, in which
case the Executive's employment hereunder shall terminate upon the expiration of
the then-current term. The period of the Executive's employment under this
Agreement, as it may be terminated or extended from time to time as provided
herein, is referred to hereafter as the "Employment Period."

     3. DUTIES AND RESPONSIBILITIES. The Executive will be employed by the
Company in the position set forth on ANNEX A hereto. The Executive will
faithfully perform the duties and responsibilities of such office, as they may
be assigned from time to time by the Board of Directors of the Company (the
"Board") or the Board's designee as specified on ANNEX A. In addition, during
the Employment Period, the Company will use its best efforts to ensure the
Executive is a member of the Board.

     4. TIME TO BE DEVOTED TO EMPLOYMENT. Except for vacation in accordance with
the Company's policy in effect from time to time and absences due to temporary
illness, the Executive shall devote full time, attention and energy during the
Employment Period to the business of the Company. During the Employment Period,
the Executive will not be engaged in any other business activity which, in the
reasonable judgment of the Board or its designee, conflicts with the duties of
the Executive hereunder, whether or not such activity is pursued for gain,
profit or other pecuniary advantage.

     5. COMPENSATION; REIMBURSEMENT.

     (a) BASE SALARY. The Company will pay to the Executive an annual base
salary of not less than the amount specified as the Initial Base Salary on ANNEX
A, payable in accordance with the Company's normal payroll policy. The
Executive's base salary shall be reviewed annually by the Compensation Committee
of the Board (the "Committee") and shall be subject to increase at the option
and sole discretion of the Committee.

     (b) BONUS. The Executive shall be eligible to receive, at the sole
discretion of the Committee, an annual cash bonus, with a maximum target as
specified on ANNEX A, based on the Company's annual business plan as approved by
the Board.


     (c) BENEFITS; STOCK OPTIONS. In addition to the salary and cash bonus
referred to

<PAGE>

above, the Executive shall be entitled during the Employment Period
to participate in such employee benefit plans or programs of the Company, and
shall be entitled to such other fringe benefits, as are from time to time made
available by the Company generally to employees of the Executive's position,
tenure, salary, and other qualifications. Without limiting the generality of the
foregoing, the Executive shall be eligible for such awards, if any, under the
Company's stock option plan as shall be granted to the Executive by the
Committee or other appropriate designee of the Board acting in its sole
discretion. During the Employment Period, the Company will pay the Executive a
monthly car allowance in an amount not less than that previously paid by the
Company to Executive. Except to the extent provided herein, the Executive
acknowledges and agrees that the Company does not guarantee the adoption or
continuance of any particular employee benefit plan or program or other fringe
benefit during the Employment Period, and participation by the Executive in any
such plan or program shall be subject to the rules and regulations applicable
thereto.

     (d) EXPENSES. The Company will reimburse the Executive, in accordance with
the practices in effect from time to time for other officers or staff personnel
of the Company, for all reasonable and necessary traveling expenses and other
disbursements incurred by the Executive for or on behalf of the Company in the
performance of the Executive's duties hereunder, upon presentation by the
Executive to the Company of appropriate vouchers or documentation.

     (e) CERTAIN POST-EMPLOYMENT BENEFITS. For a period of five years after the
termination of the Employment Period, the Executive shall be entitled to
participate in all group health and insurance programs and all other benefits,
fringe benefits and perquisites available generally to senior executives of the
company (including in the case of health programs, continued coverage for the
Executive's spouse and eligible dependents). In the event that the Executive's
participation in any such plan or program is prohibited by operation of law or
by the terms of such plan or program as in effect immediately preceding the date
of termination of the Employment Period, the Company shall arrange to provide
the Executive with benefits substantially similar to those which the Executive
would have been entitled to receive under such plans and programs.

     6. DEATH; DISABILITY. If the Executive dies or is incapacitated or disabled
by accident, sickness or otherwise, so as to render the Executive mentally or
physically incapable of performing the services required to be performed by the
Executive under this Agreement for a period that would entitle the Executive to
qualify for long-term disability benefits under the Company's then-current
long-term disability insurance program or, in the absence of such a program, for
a period of 90 consecutive days or longer (such condition being herein referred
to as a "Disability"), then (i) in the case of the Executive's death, the
Executive's employment shall be deemed to terminate on the date of the
Executive's death or (ii) in the case of a Disability, the Company, at its
option, may terminate the employment of the Executive under this Agreement
immediately upon giving the Executive notice to that effect. Disability shall be
determined by the Board or the Board's designee. In the case of a Disability,
until the Company shall have terminated the Executive's employment hereunder in
accordance with the foregoing, the Executive shall be entitled to receive
compensation provided for herein notwithstanding any such physical or mental
disability.

     7. TERMINATION FOR CAUSE. The Company may, with the approval of a majority
of the Board, terminate the employment of the Executive hereunder at any time
during the Employment Period for "cause" (such termination being hereinafter
called a "Termination for Cause") by giving the Executive



                                        2


<PAGE>

notice of such termination, upon the giving of which such termination will
take effect immediately. For purposes of this Agreement, "cause" means (i) the
Executive's willful and substantial misconduct, (ii) the Executive's repeated,
after written notice from the Company, neglect of duties or failure to act which
can reasonably be expected to affect materially and adversely the business or
affairs of the Company or any subsidiary or affiliate thereof, (iii) the
Executive's material breach of any of the agreements contained in Sections 12,
13, 14 or 15 hereof, (iv) the commission by the Executive of any material
fraudulent act with respect to the business and affairs of the Company or any
subsidiary or affiliate thereof or (v) the Executive's conviction of (or plea of
NOLO CONTENDERE to) a crime constituting a felony.

     8. TERMINATION WITHOUT CAUSE. The Company may terminate the employment of
the Executive hereunder at any time without "cause" (such termination being
hereinafter called a "Termination Without Cause") by giving the Executive notice
of such termination, upon the giving of which such termination will take effect
on the date specified on such notice which shall not be later than 30 days from
the date such notice is given.

     9. GOOD REASON. For purposes of this Agreement, termination for "Good
Reason" shall mean termination by the Executive of his employment with the
Company hereunder based on:

          (i) any diminution in the Executive's position, title,
     responsibilities, authority or reporting responsibilities;

          (ii) a relocation of the Executive's primary place of work by more
     than 50 miles from its then current location;

          (iii) the Executive is not at any time during the Employment Period a
     member of the Board; or

          (iv) the breach by the Company of any of its material obligations
     under this Agreement.

     10. VOLUNTARY TERMINATION. Any termination of the employment of the
Executive hereunder, otherwise than as a result of death or Disability, a
Termination For Cause, a Termination Without Cause or a termination for Good
Reason will be deemed to be a "Voluntary Termination." A Voluntary Termination
will be deemed to be effective immediately upon such termination or, at the
Company's option, up to 30 days following a notice of voluntary termination
given by the Executive.

     11. EFFECT OF TERMINATION OF EMPLOYMENT.

     (a) TERMINATION FOR CAUSE, VOLUNTARY TERMINATION. Upon a Termination for
Cause or a Voluntary Termination, neither the Executive nor the Executive's
beneficiaries or estate will have any further rights or claims against the
Company under this Agreement except the right to receive (i) the unpaid portion
of the base salary provided for in Section 5(a) hereof, computed on a PRO RATA
basis to the date of termination, (ii) payment of his previously accrued but
unpaid rights that are then payable in accordance with the terms of any
incentive compensation, stock option, retirement, employee welfare or other
employee benefit plans or programs of the Company in which the Executive is then
participating in accordance with Sections 5(b) and 5(c) hereof, (iii)
reimbursement for any expenses for which the


                                        3


<PAGE>

Executive shall not have theretofore been reimbursed as provided in Section 5(d)
hereof and (iv) the benefits provided in Section 5(e) hereof.

     (b) TERMINATION WITHOUT CAUSE; TERMINATION FOR GOOD REASON. Upon a
Termination Without Cause or a termination for Good Reason, (i) the Executive
shall be entitled to receive the same payments and other rights as provided for
in Section 11(a) hereof, (ii) the Executive shall be entitled to receive a
severance payment in the form a cash lump sum, paid within 15 days of the date
of termination, with the amount of such payment to be the aggregate amount of
the Executive's base salary as in effect immediately prior to such termination
payable over the period of months specified in ANNEX A, (iii) any options to
purchase shares of the Company's stock which were granted to the Executive after
the date hereof and which are held by the Executive as of such date of
termination that were not vested and exercisable as of such date shall become
immediately and fully vested and exercisable as of such date and (iv) the
Executive shall retain the right to exercise such options to purchase shares of
the Company's stock until the earlier of (a) 12 months following the date of
such termination and (b) the expiration of the original full term of each such
option.

     (c) TERMINATION UPON DEATH OR DISABILITY. In the event Executive's
employment is terminated hereunder on account of death or Disability, (i) the
Executive shall be entitled to receive the same payments and other rights as
provided for in Section 11(a) hereof, (ii) the Executive shall be entitled to
receive a severance payment in the form a cash lump sum, paid within 15 days of
the date of termination, with the amount of such payment to be the aggregate
amount of the Executive's base salary as in effect immediately prior to such
termination payable over 12 months.

     12. NONDISCLOSURE OF INFORMATION. The Executive will not, at any time
during or after the Employment Period, disclose to any person, firm, corporation
or other business entity, except as required by law, any non-public information
concerning the business, products, clients or affairs of the Company or any
subsidiary or affiliate thereof for any reason or purpose whatsoever, nor will
the Executive make use of any of such non-public information for personal
purposes or for the benefit of any person, firm, corporation or other business
entity except the Company or any subsidiary or affiliate thereof.

     13. COMPANY RIGHT TO INVENTIONS. The Executive will promptly disclose,
grant and assign to the Company, for its sole use and benefit, any and all
inventions, improvements, technical information and suggestions relating in any
way to the business of the Company which the Executive may develop or acquire
during the Employment Period (whether or not during usual working hours),
together with all patent applications, letters patent, copyrights and reissues
thereof that may at any time be granted for or upon any such invention,
improvement or technical information. In connection therewith:

          (i) the Executive shall, without charge, but at the expense of the
     Company, promptly at all times hereafter execute and deliver such
     applications, assignments, descriptions and other instruments as may be
     necessary or proper in the opinion of the Company to vest title to any such
     inventions, improvements, technical information, patent applications,
     patents, copyrights or reissues thereof in the Company and to enable it to
     obtain and maintain the entire right and title thereto throughout the
     world; and

          (ii) the Executive shall render to the Company, at its expense
     (including a reasonable

                                        4


<PAGE>

     payment for the time involved in case the Executive is not then in its
     employ), all such assistance as it may require in the prosecution of
     applications for said patents, copyrights or reissues thereof, in the
     prosecution or defense of interferences which may be declared involving any
     said applications, patents or copyrights and in any litigation in which the
     Company may be involved relating to any such patents, inventions,
     improvements or technical information.

     14. NON-COMPETITION.

     (a) Executive hereby agrees that, for the duration of Executive's
employment with the Company and for a period of two (2) years thereafter,
Executive will not, without the prior written consent of the Company, directly
or indirectly, engage or invest in, own, manage, operate, finance, control or
participate in the ownership, management, operation, financing or control of, be
employed by, associated with, or in any manner connected with, lend Executive's
name to, lend Executive's credit to or render services or advice to, any
business whose products or activities compete in whole or in part with the
former, current or currently contemplated products or activities of the Company
or any of its subsidiaries, in any state of the United States or in any country
in which the Company or any of its subsidiaries sells products or conducts
business; PROVIDED, HOWEVER, that Executive may purchase or otherwise acquire up
to (but not more than) one percent of any class of securities of any enterprise
(but without otherwise participating in the activities of such enterprise) if
such securities are listed on any national or regional securities exchange or
have been registered under Section 12(g) of the Securities Exchange Act of 1934,
as amended. Executive agrees that this covenant is reasonable with respect to
its duration, geographical area, and scope.

     (b) In the event of a breach by Executive of any covenant set forth in this
Section 14, the term of such covenant will be extended by the period of the
duration of such breach.

     (c) For the period following the termination of Executive's employment with
the Company during which the provisions of this Section 14 apply, Executive
will, within ten days after accepting any employment, advise the Company of the
identity of any employer of Executive. The Company may serve notice upon each
such employer that Executive is bound by this Agreement and furnish each such
employer with a copy of this Agreement or relevant portions hereof.

     15. NON-SOLICITATION.

     (a) Executive hereby agrees that, for the duration of Executive's
employment with the Company and for a period of two (2) years thereafter:

          (i) Executive will not, directly or indirectly, either for himself or
     any other person: (A) induce or attempt to induce any employee of the
     Company or any of its subsidiaries to leave the employ of the Company or
     such subsidiary, (B) in any way interfere with the relationship between the
     Company and its subsidiaries and any employee of the Company or any of its
     subsidiaries, (C) employ, or otherwise engage as an employee, independent
     contractor or otherwise, any current or former employee of the Company or
     any of its subsidiaries, other than such former employees who have not
     worked for the Company or any of its subsidiaries for more than one year or
     (D) induce or attempt to induce any customer, supplier, licensee or
     business relation of the

                                        5


<PAGE>

     Company or any of its subsidiaries to cease doing business with the Company
     or such subsidiary, or in any way interfere with the relationship between
     the Company and its subsidiaries and any customer, supplier, licensee or
     business relation of the Company or any of its subsidiaries; and

          (ii) Executive will not, directly or indirectly, either for himself or
     any other person, solicit the business of any person known to Executive to
     be a customer of the Company or any of its subsidiaries, whether or not
     Executive had personal contact with such person, with respect to products
     or activities which compete in whole or in part with the former, current or
     currently contemplated products or activities of the Company and its
     subsidiaries or the products or activities of the Company and its
     subsidiaries in existence or contemplated at the time of termination of
     Executive's employment.

     (b) In the event of a breach by Executive of any covenant set forth in this
Section 15, the term of such covenant will be extended by the period of the
duration of such breach.

     16. SEVERABILITY. It is the desire and intent of the parties hereto that
the provisions of this Agreement be enforceable to the fullest extent
permissible under the laws and public policies applied in each jurisdiction in
which enforcement is sought. Accordingly, to the extent that a restriction
contained in this Agreement is more restrictive than permitted by the laws of
any jurisdiction where this Agreement may be subject to review and
interpretation, the terms of such restriction, for the purpose only of the
operation of such restriction in such jurisdiction, will be the maximum
restriction allowed by the laws of such jurisdiction and such restriction will
be deemed to have been revised accordingly herein. Likewise, any provision of
this Agreement that is prohibited or unenforceable in any jurisdiction will, as
to such jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof, and any
such prohibition or unenforceability in any jurisdiction will not invalidate or
render unenforceable such provision in any other jurisdiction.

     17. INJUNCTIVE RELIEF; SURVIVAL. (a) A breach of the obligations imposed on
Executive in Sections 12, 13, 14, and 15 hereof may not be one which is capable
of being easily measured by monetary damages and, consequently, Executive
specifically agrees that such sections may be enforced by injunctive relief.
Further, Executive specifically agrees that, in addition to such injunctive
relief, and not in lieu of it, the Company may also bring suit for damages
incurred by the Company as a result of a breach of Executive's obligations under
such sections.

     (b) Notwithstanding anything contained in this Agreement to the contrary,
the provisions of Sections 12, 13, 14 and 15 hereof will survive the expiration
or other termination of this Agreement until, by their terms, such provisions
are no longer operative.

     18. NOTICES. Notices and other communications hereunder will be in writing
and will be delivered personally or sent by air courier or first class certified
or registered mail, return receipt requested and postage prepaid, addressed as
follows:

                                        6


<PAGE>





      IF TO THE COMPANY, TO:               IF TO THE EXECUTIVE, TO:
      ----------------------               ------------------------

      Veeco Instruments Inc.               the address specified in ANNEX A
      Terminal Drive
      Plainview, New York 11803
      Attention: General Counsel

All notices and other communications given to any party hereto in accordance
with the provisions of this Agreement will be deemed to have been given on the
date of delivery, if personally delivered; on the business day after the date
when sent, if sent by air courier; and on the third business day after the date
when sent, if sent by mail, in each case addressed to such party as provided in
this Section 18 or in accordance with the latest unrevoked direction from such
party.

     19. GOVERNING LAW. This Agreement will be governed by, and construed and
enforced in accordance with, the laws of the State of New York, without regard
to the conflicts of laws principles thereof.

     20. WAIVER OF BREACH. The waiver by either party of a breach of any
provision of this Agreement by the other party must be in writing and will not
operate, or be construed as, a waiver of any subsequent breach by such other
party.

     21. ENTIRE AGREEMENT; AMENDMENTS. This Agreement (including ANNEX A)
contains the entire agreement between the parties with respect to the subject
matter hereof and supersedes all prior agreements or understandings among the
parties with respect thereof. The amount of severance pay provided under this
Agreement, if any, may serve to offset or reduce any severance, termination or
similar payments the Company may be required to pay the Executive under federal,
state and local laws or any separate severance policy or plan of the Company.
This Agreement may be amended only by an agreement in writing signed by the
parties hereto.

     22. HEADINGS. The section headings contained in this Agreement are for
reference purposes only and will not affect in any way the meaning or
interpretation of this Agreement.

     23. ASSIGNMENT; SUCCESSORS. This Agreement is personal in its nature and
the parties hereto shall not, without the consent of the other, assign or
transfer this Agreement or any rights or obligations hereunder; PROVIDED, that
the provisions hereof will inure to the benefit of, and be binding upon, the
respective heirs, legal representatives and successors of the Executive and each
successor of the Company, whether by merger, consolidation, transfer of all or
substantially all of its assets or otherwise.

     24. RELEASE. Receipt of the benefits described in Section 11(b) or 11(c) is
conditioned upon the prior execution by Executive of a general release and
waiver of claims against the Company in a form satisfactory to the Company;
provided, however, that in the case of termination on account of death, such
general release and waiver of claims may be provided by the Executive's personal
representative or in another manner reasonably satisfactory to the Company.


                                        7


<PAGE>

     25. ARBITRATION. Except as provided below and as provided in Section 17,
any dispute or claim arising under this Agreement or the relationship of the
parties hereunder shall be submitted to final and binding arbitration to be
conducted by the American Arbitration Association in Nassau County, New York in
accordance with its Employment Dispute Procedures. Arbitration proceedings
hereunder may be commenced by written notice from either party hereto to the
other party. Such proceedings and evidence shall be confidential. The arbitrator
shall have the power and the authority to make such decisions and awards as he
shall deem appropriate, including granting compensatory damages and costs to the
prevailing party (including attorneys' fees and fees of the arbitrator, but
excluding punitive, exemplary, consequential and special damages), and the
granting or issuance of such mandatory directions, prohibitions, orders,
restraints and other injunctions (other than any of the foregoing that would
reestablish the employment relation formerly existing between Executive and the
Company) that he may deem necessary or advisable directed to or against any of
the parties, including a direction or order requiring specific performance of
any covenant, agreement or provision of this Agreement as a result of a breach
or threatened breach thereof. Unless otherwise directed by the arbitrator, the
cost of such arbitration shall be borne equally by the parties. Any decision and
award of the arbitrator shall be final, binding and conclusive upon all of the
parties hereto and said decision and award may be entered as a final judgment in
any court of competent jurisdiction. It is expressly agreed that arbitration as
provided herein shall be the exclusive means for determination of all matters as
above provided and neither of the parties hereto shall institute any action or
proceeding in any court of law or equity, state or federal, other than
respecting enforcement of the arbitrator's award hereunder. The foregoing
sentence shall be a bona fide defense in any action or proceeding instituted
contrary to this section. Notwithstanding the foregoing, nothing contained
herein shall prevent or restrain in any manner the Company from instituting an
action or claim in any court, or such other forum as may be appropriate (a) to
protect the Company's proprietary or confidential business information or trade
secrets or to enforce any agreement relating thereto, (b) to enforce or protect
the Company's patent, copyright, trademark or other intellectual property
rights, (c) to redress claims of product disparagement or trade libel, or (d) to
protect the Company's reasonable business expectations or relations with third
parties.

                                    * * * * *

     IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the
date first above written.

VEECO INSTRUMENTS INC.                       EXECUTIVE

By: /s/ AUTHORIZED SIGNATORY                 /s/ EDWARD H. BRAUN
    ---------------------------------            -------------------------------
Name:                                            Edward H. Braun
Title:

                                        8


<PAGE>


                                     ANNEX A

                                       TO

                              EMPLOYMENT AGREEMENT



Name of Executive:                                 Edward H. Braun

Position:                                          Chairman of the Board and
                                                   Chief Executive Officer

Board of Directors' Initial Designee
to whom Executive Shall Report:                    None, reports to full Board

Initial Base Salary:                               $470,000

Target Bonus:                                      100% of Base Salary

Number of months used to calculate
lump sum severance payment in the
event of a Termination Without
Cause or for Good Reason:                          24 months

Executive's address for notices:                   One Malcoms Landing
                                                   Northport, NY 11768



                                        9


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.4
<SEQUENCE>6
<FILENAME>ex-10_4.txt
<DESCRIPTION>EMPLOYMENT AGREEMENT
<TEXT>

<PAGE>
                                                                  Exhibit 10.4

                              EMPLOYMENT AGREEMENT

                  This EMPLOYMENT AGREEMENT ("Agreement") dated as of April
3, 2000, is by and between John F. Rein, Jr. (the "Executive") and Veeco
Instruments Inc., a Delaware corporation (the "Company").

                  The Company and the Executive hereby agree as follows:

                  1. EMPLOYMENT.  The Company hereby employs the Executive,
and the Executive hereby accepts employment by the Company, upon the terms
and conditions hereinafter set forth.

                  2. TERM. Subject to the provisions for earlier termination
as provided herein, the employment of the Executive hereunder will be for the
period commencing on the date of this Agreement (the "Effective Date") and
ending on the third anniversary of such date. Effective on the first
anniversary of the date hereof and on each successive anniversary date
thereafter, the term shall automatically be extended by an additional one
year unless, no later than 90 days prior to any such anniversary date, either
the Company or the Executive gives written notice to the other that the term
will not be extended, in which case the Executive's employment hereunder
shall terminate upon the expiration of the then-current term. The period of
the Executive's employment under this Agreement, as it may be terminated or
extended from time to time as provided herein, is referred to hereafter as
the "Employment Period."

                  3. DUTIES AND RESPONSIBILITIES. The Executive will be
employed by the Company in the position set forth on ANNEX A hereto. The
Executive will faithfully perform the duties and responsibilities of such
office, as they may be assigned from time to time by the Board of Directors
of the Company (the "Board") or the Board's designee as specified on ANNEX A.

                  4. TIME TO BE DEVOTED TO EMPLOYMENT. Except for vacation in
accordance with the Company's policy in effect from time to time and absences
due to temporary illness, the Executive shall devote full time, attention and
energy during the Employment Period to the business of the Company. During
the Employment Period, the Executive will not be engaged in any other
business activity which, in the reasonable judgment of the Board or its
designee, conflicts with the duties of the Executive hereunder, whether or
not such activity is pursued for gain, profit or other pecuniary advantage.

                  5. COMPENSATION; REIMBURSEMENT.

                  (a) BASE SALARY. The Company will pay to the Executive an
annual base salary of not less than the amount specified as the Initial Base
Salary on ANNEX A, payable in accordance with the Company's normal payroll
policy. The Executive's base salary shall be reviewed annually by the
Compensation Committee of the Board (the "Committee") or its designee and
shall be subject to increase at the option and sole discretion of the
Committee or such designee.

                  (b) BONUS. The Executive shall be eligible to receive, at
the sole discretion of the Committee or its designee, an annual cash bonus,
with a maximum target as specified on ANNEX A, based on the Company's annual
business plan as approved by the Board.

                  (c) BENEFITS; STOCK OPTIONS. In addition to the salary and
cash bonus referred to above, the Executive shall be entitled during the
Employment Period to participate in such employee benefit

                                          1


<PAGE>



plans or programs of the Company, and shall be entitled to such other fringe
benefits, as are from time to time made available by the Company generally to
employees of the Executive's position, tenure, salary, and other
qualifications. Without limiting the generality of the foregoing, the
Executive shall be eligible for such awards, if any, under the Company's
stock option plan as shall be granted to the Executive by the Committee or
other appropriate designee of the Board acting in its sole discretion. During
the Employment Period, the Company will pay the Executive a monthly car
allowance in an amount not less than that previously paid by the Company to
Executive. Except to the extent provided herein, the Executive acknowledges
and agrees that the Company does not guarantee the adoption or continuance of
any particular employee benefit plan or program or other fringe benefit
during the Employment Period, and participation by the Executive in any such
plan or program shall be subject to the rules and regulations applicable
thereto.

                  (d) EXPENSES. The Company will reimburse the Executive, in
accordance with the practices in effect from time to time for other officers
or staff personnel of the Company, for all reasonable and necessary traveling
expenses and other disbursements incurred by the Executive for or on behalf
of the Company in the performance of the Executive's duties hereunder, upon
presentation by the Executive to the Company of appropriate vouchers or
documentation.

                  6. DEATH; DISABILITY. If the Executive dies or is
incapacitated or disabled by accident, sickness or otherwise, so as to render
the Executive mentally or physically incapable of performing the services
required to be performed by the Executive under this Agreement for a period
that would entitle the Executive to qualify for long-term disability benefits
under the Company's then-current long-term disability insurance program or,
in the absence of such a program, for a period of 90 consecutive days or
longer (such condition being herein referred to as a "Disability"), then (i)
in the case of the Executive's death, the Executive's employment shall be
deemed to terminate on the date of the Executive's death or (ii) in the case
of a Disability, the Company, at its option, may terminate the employment of
the Executive under this Agreement immediately upon giving the Executive
notice to that effect. Disability shall be determined by the Board or the
Board's designee. In the case of a Disability, until the Company shall have
terminated the Executive's employment hereunder in accordance with the
foregoing, the Executive shall be entitled to receive compensation provided
for herein notwithstanding any such physical or mental disability.

                  7. TERMINATION FOR CAUSE. The Company may, with the
approval of a majority of the Board, terminate the employment of the
Executive hereunder at any time during the Employment Period for "cause"
(such termination being hereinafter called a "Termination for Cause") by
giving the Executive notice of such termination, upon the giving of which
such termination will take effect immediately. For purposes of this
Agreement, "cause" means (i) the Executive's willful and substantial
misconduct, (ii) the Executive's repeated, after written notice from the
Company, neglect of duties or failure to act which can reasonably be expected
to affect materially and adversely the business or affairs of the Company or
any subsidiary or affiliate thereof, (iii) the Executive's material breach of
any of the agreements contained in Sections 12, 13, 14 or 15 hereof, (iv) the
commission by the Executive of any material fraudulent act with respect to
the business and affairs of the Company or any subsidiary or affiliate
thereof or (v) the Executive's conviction of (or plea of NOLO CONTENDERE to)
a crime constituting a felony.

                  8. TERMINATION WITHOUT CAUSE. The Company may terminate the
employment of the Executive hereunder at any time without "cause" (such
termination being hereinafter called a "Termination

                                     2


<PAGE>



Without Cause") by giving the Executive notice of such termination, upon the
giving of which such termination will take effect on the date specified on
such notice which shall not be later than 30 days from the date such notice
is given.

                  9. GOOD REASON. For purposes of this Agreement, termination
for "Good Reason" shall mean termination by the Executive of his employment
with the Company hereunder based on:

                  (i) any diminution in the Executive's position, title,
         responsibilities, authority or reporting responsibilities;

                  (ii) a relocation of the Executive's primary place of work by
         more than 50 miles from its then current location; or

                  (iii) the breach by the Company of any of its material
         obligations under this Agreement.

                  10. VOLUNTARY TERMINATION. Any termination of the
employment of the Executive hereunder, otherwise than as a result of death or
Disability, a Termination For Cause, a Termination Without Cause or a
termination for Good Reason will be deemed to be a "Voluntary Termination." A
Voluntary Termination will be deemed to be effective immediately upon such
termination or, at the Company's option, up to 30 days following a notice of
voluntary termination given by the Executive.

                  11. EFFECT OF TERMINATION OF EMPLOYMENT.

                  (a) TERMINATION FOR CAUSE, VOLUNTARY TERMINATION. Upon a
Termination for Cause or a Voluntary Termination, neither the Executive nor
the Executive's beneficiaries or estate will have any further rights or
claims against the Company under this Agreement except the right to receive
(i) the unpaid portion of the base salary provided for in Section 5(a)
hereof, computed on a PRO RATA basis to the date of termination, (ii) payment
of his previously accrued but unpaid rights that are then payable in
accordance with the terms of any incentive compensation, stock option,
retirement, employee welfare or other employee benefit plans or programs of
the Company in which the Executive is then participating in accordance with
Sections 5(b) and 5(c) hereof and (iii) reimbursement for any expenses for
which the Executive shall not have theretofore been reimbursed as provided in
Section 5(d) hereof.

                  (b) TERMINATION WITHOUT CAUSE; TERMINATION FOR GOOD REASON.
Upon a Termination Without Cause or a termination for Good Reason, (i) the
Executive shall be entitled to receive the same payments and other rights as
provided for in Section 11(a) hereof, (ii) the Executive shall be entitled to
receive a severance payment in the form a cash lump sum, paid within 15 days
of the date of termination, with the amount of such payment to be the
aggregate amount of the Executive's base salary as in effect immediately
prior to such termination payable over the period of months specified in
ANNEX A, (iii) any options to purchase shares of the Company's stock which
were granted to the Executive after the date hereof and which are held by the
Executive as of such date of termination that were not vested and exercisable
as of such date shall become immediately and fully vested and exercisable as
of such date, (iv) the Executive shall retain the right to exercise such
options to purchase shares of the Company's stock until the earlier of (a) 12
months following the date of such termination and (b) the expiration of the
original full

                                    3


<PAGE>



term of each such option, and (v) the Executive will be entitled to receive
the benefits provided in Section 11(d).

                  (c) TERMINATION UPON DEATH OR DISABILITY. In the event
Executive's employment is terminated hereunder on account of death or
Disability, (i) the Executive shall be entitled to receive the same payments
and other rights as provided for in Section 11(a) hereof, (ii) the Executive
shall be entitled to receive a severance payment in the form a cash lump sum,
paid within 15 days of the date of termination, with the amount of such
payment to be the aggregate amount of the Executive's base salary as in
effect immediately prior to such termination payable over 12 months.

                  (d) CERTAIN BENEFITS FOLLOWING A TERMINATION WITHOUT CAUSE
OR FOR GOOD REASON. Following a Termination Without Cause or a termination
for Good Reason, the Executive may elect to continue group life, medical and
dental coverage for the period used to calculate the severance payment set
forth on ANNEX A. The Executive's contribution amount will be at the normal
employee contribution rate and will be deducted from severance amounts
otherwise payable to Executive hereunder. The period of extended medical and
dental coverage described above shall be deemed to be a part of any
continuation of coverage as may be mandated by federal or state law,
including such continuation as may be required under the Consolidated Omnibus
Budget Reconciliation Act of 1985 ("COBRA") and the regulations thereunder.
Should Executive commence participation in the benefits program of a
subsequent employer, then any extended life and dental coverage provided
under this Section shall cease as of that time. To the extent permitted under
COBRA, health coverage will also cease at such time. In such case, the
Executive will be entitled to a refund of a portion of any prepaid premium
upon the Company's receipt of the Executive's written notice of subsequent
coverage.

                  12. NONDISCLOSURE OF INFORMATION. The Executive will not,
at any time during or after the Employment Period, disclose to any person,
firm, corporation or other business entity, except as required by law, any
non-public information concerning the business, products, clients or affairs
of the Company or any subsidiary or affiliate thereof for any reason or
purpose whatsoever, nor will the Executive make use of any of such non-public
information for personal purposes or for the benefit of any person, firm,
corporation or other business entity except the Company or any subsidiary or
affiliate thereof.

                  13. COMPANY RIGHT TO INVENTIONS. The Executive will
promptly disclose, grant and assign to the Company, for its sole use and
benefit, any and all inventions, improvements, technical information and
suggestions relating in any way to the business of the Company which the
Executive may develop or acquire during the Employment Period (whether or not
during usual working hours), together with all patent applications, letters
patent, copyrights and reissues thereof that may at any time be granted for
or upon any such invention, improvement or technical information. In
connection therewith:

                  (i) the Executive shall, without charge, but at the expense of
         the Company, promptly at all times hereafter execute and deliver such
         applications, assignments, descriptions and other instruments as may be
         necessary or proper in the opinion of the Company to vest title to any
         such inventions, improvements, technical information, patent
         applications, patents, copyrights or reissues thereof in the Company
         and to enable it to obtain and maintain the entire right and title
         thereto throughout the world; and

                                          4


<PAGE>



                  (ii) the Executive shall render to the Company, at its expense
         (including a reasonable payment for the time involved in case the
         Executive is not then in its employ), all such assistance as it may
         require in the prosecution of applications for said patents, copyrights
         or reissues thereof, in the prosecution or defense of interferences
         which may be declared involving any said applications, patents or
         copyrights and in any litigation in which the Company may be involved
         relating to any such patents, inventions, improvements or technical
         information.

                  14. NON-COMPETITION.

                  (a) Executive hereby agrees that, for the duration of
Executive's employment with the Company and for a period of two (2) years
thereafter, Executive will not, without the prior written consent of the
Company, directly or indirectly, engage or invest in, own, manage, operate,
finance, control or participate in the ownership, management, operation,
financing or control of, be employed by, associated with, or in any manner
connected with, lend Executive's name to, lend Executive's credit to or
render services or advice to, any business whose products or activities
compete in whole or in part with the former, current or currently
contemplated products or activities of the Company or any of its
subsidiaries, in any state of the United States or in any country in which
the Company or any of its subsidiaries sells products or conducts business;
PROVIDED, HOWEVER, that Executive may purchase or otherwise acquire up to
(but not more than) one percent of any class of securities of any enterprise
(but without otherwise participating in the activities of such enterprise) if
such securities are listed on any national or regional securities exchange or
have been registered under Section 12(g) of the Securities Exchange Act of
1934, as amended. Executive agrees that this covenant is reasonable with
respect to its duration, geographical area, and scope.

                  (b) In the event of a breach by Executive of any covenant
set forth in this Section 14, the term of such covenant will be extended by
the period of the duration of such breach.

                  (c) For the period following the termination of Executive's
employment with the Company during which the provisions of this Section 14
apply, Executive will, within ten days after accepting any employment, advise
the Company of the identity of any employer of Executive. The Company may
serve notice upon each such employer that Executive is bound by this
Agreement and furnish each such employer with a copy of this Agreement or
relevant portions hereof.

                  15. NON-SOLICITATION.

                  (a) Executive hereby agrees that, for the duration of
Executive's employment with the Company and for a period of two (2) years
thereafter:

                  (i) Executive will not, directly or indirectly, either for
         himself or any other person: (A) induce or attempt to induce any
         employee of the Company or any of its subsidiaries to leave the employ
         of the Company or such subsidiary, (B) in any way interfere with the
         relationship between the Company and its subsidiaries and any employee
         of the Company or any of its subsidiaries, (C) employ, or otherwise
         engage as an employee, independent contractor or otherwise, any current
         or former employee of the Company or any of its subsidiaries, other
         than such former employees who have not worked for the Company or any
         of its subsidiaries for more than one year, or


                                        5


<PAGE>



         (D) induce or attempt to induce any customer, supplier, licensee or
         business relation of the Company or any of its subsidiaries to cease
         doing business with the Company or such subsidiary, or in any way
         interfere with the relationship between the Company and its
         subsidiaries and any customer, supplier, licensee or business relation
         of the Company or any of its subsidiaries; and

                  (ii) Executive will not, directly or indirectly, either for
         himself or any other person, solicit the business of any person known
         to Executive to be a customer of the Company or any of its
         subsidiaries, whether or not Executive had personal contact with such
         person, with respect to products or activities which compete in whole
         or in part with the former, current or currently contemplated products
         or activities of the Company and its subsidiaries or the products or
         activities of the Company and its subsidiaries in existence or
         contemplated at the time of termination of Executive's employment.

                  (b) In the event of a breach by Executive of any covenant
set forth in this Section 15, the term of such covenant will be extended by
the period of the duration of such breach.

                  16. SEVERABILITY. It is the desire and intent of the
parties hereto that the provisions of this Agreement be enforceable to the
fullest extent permissible under the laws and public policies applied in each
jurisdiction in which enforcement is sought. Accordingly, to the extent that
a restriction contained in this Agreement is more restrictive than permitted
by the laws of any jurisdiction where this Agreement may be subject to review
and interpretation, the terms of such restriction, for the purpose only of
the operation of such restriction in such jurisdiction, will be the maximum
restriction allowed by the laws of such jurisdiction and such restriction
will be deemed to have been revised accordingly herein. Likewise, any
provision of this Agreement that is prohibited or unenforceable in any
jurisdiction will, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions hereof, and any such prohibition or unenforceability in any
jurisdiction will not invalidate or render unenforceable such provision in
any other jurisdiction.

                  17. INJUNCTIVE RELIEF; SURVIVAL. (a) A breach of the
obligations imposed on Executive in Sections 12, 13, 14, and 15 hereof may
not be one which is capable of being easily measured by monetary damages and,
consequently, Executive specifically agrees that such sections may be
enforced by injunctive relief. Further, Executive specifically agrees that,
in addition to such injunctive relief, and not in lieu of it, the Company may
also bring suit for damages incurred by the Company as a result of a breach
of Executive's obligations under such sections.

                  (b) Notwithstanding anything contained in this Agreement to
the contrary, the provisions of Sections 12, 13, 14 and 15 hereof will
survive the expiration or other termination of this Agreement until, by their
terms, such provisions are no longer operative.

                  18. NOTICES. Notices and other communications hereunder
will be in writing and will be delivered personally or sent by air courier or
first class certified or registered mail, return receipt requested and
postage prepaid, addressed as follows:

                                   6


<PAGE>





IF TO THE COMPANY, TO:                       IF TO THE EXECUTIVE, TO:

Veeco Instruments Inc.                       the address specified in ANNEX A
Terminal Drive
Plainview, New York 11803
Attention: General Counsel

All notices and other communications given to any party hereto in accordance
with the provisions of this Agreement will be deemed to have been given on the
date of delivery, if personally delivered; on the business day after the date
when sent, if sent by air courier; and on the third business day after the date
when sent, if sent by mail, in each case addressed to such party as provided in
this Section 18 or in accordance with the latest unrevoked direction from such
party.

                  19. GOVERNING LAW. This Agreement will be governed by, and
construed and enforced in accordance with, the laws of the State of New York,
without regard to the conflicts of laws principles thereof.

                  20. WAIVER OF BREACH. The waiver by either party of a
breach of any provision of this Agreement by the other party must be in
writing and will not operate, or be construed as, a waiver of any subsequent
breach by such other party.

                  21. ENTIRE AGREEMENT; AMENDMENTS. This Agreement (including
ANNEX A) contains the entire agreement between the parties with respect to
the subject matter hereof and supersedes all prior agreements or
understandings among the parties with respect thereof. The amount of
severance pay provided under this Agreement, if any, may serve to offset or
reduce any severance, termination or similar payments the Company may be
required to pay the Executive under federal, state and local laws or any
separate severance policy or plan of the Company. This Agreement may be
amended only by an agreement in writing signed by the parties hereto.

                  22. HEADINGS. The section headings contained in this
Agreement are for reference purposes only and will not affect in any way the
meaning or interpretation of this Agreement.

                  23. ASSIGNMENT; SUCCESSORS. This Agreement is personal in
its nature and the parties hereto shall not, without the consent of the
other, assign or transfer this Agreement or any rights or obligations
hereunder; PROVIDED, that the provisions hereof will inure to the benefit of,
and be binding upon, the respective heirs, legal representatives and
successors of the Executive and each successor of the Company, whether by
merger, consolidation, transfer of all or substantially all of its assets or
otherwise.

                  24. RELEASE. Receipt of the benefits described in Section
11(b) or 11(c) is conditioned upon the prior execution by Executive of a
general release and waiver of claims against the Company in a form
satisfactory to the Company; provided, however, that in the case of
termination on account of death, such general release and waiver of claims
may be provided by the Executive's personal representative or in another
manner reasonably satisfactory to the Company.


                                      7


<PAGE>


                  25. ARBITRATION. Except as provided below and as provided
in Section 17, any dispute or claim arising under this Agreement or the
relationship of the parties hereunder shall be submitted to final and binding
arbitration to be conducted by the American Arbitration Association in Nassau
County, New York in accordance with its Employment Dispute Procedures.
Arbitration proceedings hereunder may be commenced by written notice from
either party hereto to the other party. Such proceedings and evidence shall
be confidential. The arbitrator shall have the power and the authority to
make such decisions and awards as he shall deem appropriate, including
granting compensatory damages and costs to the prevailing party (including
attorneys' fees and fees of the arbitrator, but excluding punitive,
exemplary, consequential and special damages), and the granting or issuance
of such mandatory directions, prohibitions, orders, restraints and other
injunctions (other than any of the foregoing that would reestablish the
employment relation formerly existing between Executive and the Company) that
he may deem necessary or advisable directed to or against any of the parties,
including a direction or order requiring specific performance of any
covenant, agreement or provision of this Agreement as a result of a breach or
threatened breach thereof. Unless otherwise directed by the arbitrator, the
cost of such arbitration shall be borne equally by the parties. Any decision
and award of the arbitrator shall be final, binding and conclusive upon all
of the parties hereto and said decision and award may be entered as a final
judgment in any court of competent jurisdiction. It is expressly agreed that
arbitration as provided herein shall be the exclusive means for determination
of all matters as above provided and neither of the parties hereto shall
institute any action or proceeding in any court of law or equity, state or
federal, other than respecting enforcement of the arbitrator's award
hereunder. The foregoing sentence shall be a bona fide defense in any action
or proceeding instituted contrary to this section. Notwithstanding the
foregoing, nothing contained herein shall prevent or restrain in any manner
the Company from instituting an action or claim in any court, or such other
forum as may be appropriate (a) to protect the Company's proprietary or
confidential business information or trade secrets or to enforce any
agreement relating thereto, (b) to enforce or protect the Company's patent,
copyright, trademark or other intellectual property rights, (c) to redress
claims of product disparagement or trade libel, or (d) to protect the
Company's reasonable business expectations or relations with third parties.

                      *     *     *     *     *

                  IN WITNESS WHEREOF, the parties have duly executed this
Agreement as of the date first above written.

VEECO INSTRUMENTS INC.                                   EXECUTIVE

By: /S/ AUTHORIZED SIGNATORY                             /S/ JOHN F. REIN, JR.
    --------------------------                           ---------------------
Name:                                                    John F. Rein, Jr.
Title:

                                   8


<PAGE>


                                     ANNEX A

                                       TO

                              EMPLOYMENT AGREEMENT


<TABLE>
<S>                                                        <C>
Name of Executive:                                         John F. Rein, Jr.

Position:                                                  Executive Vice President, Chief Financial
                                                           Officer, Treasurer and Secretary

Board of Directors' Initial Designee to whom
Executive Shall Report:                                    Chief Executive Officer

Initial Base Salary:                                       $275,000

Target Bonus:                                              80% of Base Salary

Number of months used to calculate lump
sum severance payment in the event of a
Termination Without Cause or for Good
Reason:                                                    24 months

Executive's address for notices:                           8 Wright Road
                                                           Rockville Center, NY  11570
</TABLE>

                                           9
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.13
<SEQUENCE>7
<FILENAME>ex-10_13.txt
<DESCRIPTION>EXHIBIT 10.13
<TEXT>

<PAGE>

                                                                   EXHIBIT 10.13


                       AMENDMENT NO. 5 TO CREDIT AGREEMENT

         This Amendment No. 5 to Credit Agreement (this "Amendment") is made as
of this 4th day of May, 2000 by and among:

         VEECO INSTRUMENTS INC., a corporation organized under the laws of the
State of Delaware (the "Borrower"); and

         FLEET BANK, N.A., a national banking association organized under the
laws of the United States ("Fleet") and THE CHASE MANHATTAN BANK, a New York
banking corporation ("Chase", collectively with Fleet, the "Banks").

                                    RECITALS:

         (A) The Borrower and the Banks are parties to a Credit Agreement dated
as of July 31, 1996, as amended by Amendment No. 1 to Credit Agreement, dated
June 25, 1997, Amendment No. 2 to Credit Agreement, dated as of January 31, 1999
and Amendment No. 3 and Waiver to Credit Agreement, dated March 3, 2000 and
Amendment No. 4 to Credit Agreement, dated May 4, 2000 (the Credit Agreement as
so amended being hereinafter referred to as the "Credit Agreement");

         (B) The Borrower has requested, subject to the terms and conditions of
this Amendment, to amend certain provisions of the Credit Agreement and the
Banks are willing to amend such provisions of the Credit Agreement as set forth
herein; and

         (C) Any capitalized items not defined herein shall have the meanings
ascribed thereto in the Credit Agreement,

         NOW, THEREFORE, the parties hereto hereby agree as follows:

ARTICLE 1.  AMENDMENTS TO CREDIT AGREEMENT.

         This Amendment shall be deemed to be an amendment to the Credit
Agreement and shall not be construed in any way as a replacement or substitute
therefore. All of the terms and provisions of this Amendment are hereby
incorporated by reference into the Credit Agreement as if such terms and
provisions were set forth in full therein.

         SECTION 1.1. Section 7.10 of the Credit Agreement is hereby amended and
restated to provide in its entirety as follows:


         SECTION 7.10. SUBSIDIARIES. Within 10 Banking Days of their becoming
         Material Domestic Subsidiaries, cause all such Material Domestic
         Subsidiaries to become Guarantors hereunder and to deliver to the Banks
         executed Guarantees and, if the Aggregate Outstandings plus the
         aggregate principal balance of all Term Loans shall have at any time
         equaled or exceeded $25,000,000, deliver to the Banks an executed
         Pledge Agreement relating to the capital stock of each Domestic
         Subsidiary that is or that


<PAGE>

         becomes a Material Domestic Subsidiary to the Collateral Agent,
         together with the Certificates evidencing the capital stock of each
         such Material Domestic Subsidiary.

         SECTION 1.2. Article 7 of the Credit Agreement is hereby amended by
inserting a new Section 7.12 at the end thereof which provides in its entirety
as follows:

             Section 7.12. CVC INDEBTEDNESS. Cause the revolving credit facility
         under the Loan Agreement dated March 31, 1998, as amended, between CVC
         Products, Inc. and Manufacturers and Traders Trust Company to be
         terminated on or before November 4, 2000.

         SECTION 1.3. Section 8.2 of the Credit Agreement is hereby amended by
deleting clause (l) thereof in its entirety and substituting in its place the
following:

         "(l) Liens securing Indebtedness, to the extent permitted pursuant to
         Section 8.1(i) and other than Liens that are permitted pursuant to
         subparagraphs (a) through (k) of this Section 8.2, provided that (x)
         the Liens attach solely to the assets of the Borrower or the Subsidiary
         which is the obligor with respect to such Indebtedness; (y) such Liens
         do not secure any Indebtedness other than the Indebtedness permitted
         pursuant to Section 8.1(i) and (z) such Liens, without including, for
         purposes of this subparagraph (z) only, the Liens securing Indebtedness
         existing at the time of the acquisition of CVC, Inc. and its
         Subsidiaries, as more fully described on Schedule 8.2(l) (the "CVC
         Liens"), do not secure greater than $10,000,000, in the aggregate, of
         the assets of the Borrower or such Subsidiary which is the obligor;
         provided further that such Liens, other than the CVC Liens, are
         terminated or released within six months of the Closing Date of such
         Permitted Acquisition."

         SECTION 1.4. Schedule 8.2(l) attached hereto shall be deemed to be
Schedule 8.2(l) to the Credit Agreement.

         SECTION 1.5. Article 9 of the Credit Agreement is hereby amended by
inserting the following sentence at the end thereof:

         Compliance with each of the foregoing covenants, other than the
         covenant set forth in Section 9.3, shall be determined without giving
         effect to the one-time charge against earnings of $33,000,000 taken by
         the Company in connection with the acquisition of CVC, Inc.

ARTICLE 2.  REPRESENTATIONS AND WARRANTIES.

         The Borrower hereby represents and warrants to the Banks that:

         SECTION 2.1. After giving effect to this Amendment, each and every one
of the representations and warranties set forth in the Credit Agreement is true
in all material respects as of the date hereof with respect to the Borrower and,
where applicable, the Guarantors with the same

                                        2

<PAGE>


effect as though made on the date hereof (unless such representation or
warranty is limited by its terms to an earlier date), and is hereby incorporated
herein in full by reference as if fully restated herein in its entirety.

         SECTION 2.2. After giving effect to this Amendment, no Default or Event
of Default, as defined in the Credit Agreement, now exists.

         SECTION 2.3. No representation, warranty or statement by the Borrower
or the Guarantors contained herein or in any other document to be furnished by
the Borrower or the Guarantors in connection herewith contains, or at the time
of delivery shall contain, any untrue statement of material fact, or omits or at
the time of delivery shall omit to state a material fact necessary to make such
representation, warranty or statement not misleading.

         SECTION 2.4. Each of the Facility Documents, other than the Security
Agreements and the Pledge Agreements, continues to be in full force and effect
and, with respect to the Guarantees, secure all payment and other obligations of
the Borrower under the Credit Agreement.

ARTICLE 3. MISCELLANEOUS.

         This Amendment shall be governed by and construed in accordance with
the laws of the State of New York.

         IN WITNESS WHEREOF, each of the undersigned has executed or caused to
be duly executed this Amendment as of the date first above written.

                                              VEECO INSTRUMENTS INC.

                                              By:  /s/ AUTHORIZED SIGNATORY
                                                   ----------------------------
                                              Name:
                                              Title:


                                              FLEET BANK, N.A.

                                              By:    /s/ AUTHORIZED SIGNATORY
                                                     ---------------------------
                                              Name:  Christopher Mendelsohn
                                              Title: Vice President


                                              THE CHASE MANHATTAN BANK

                                              By:     /s/ AUTHORIZED SIGNATORY
                                                      --------------------------
                                              Name:   Carolyn B. Lattanzi
                                              Title:  Vice President


                                       3

<PAGE>


The undersigned, not parties to the Credit Agreement but as Guarantors
under Guarantees executed in favor of the Bank, each hereby accept and agree to
the terms of the foregoing Amendment.

                                              WYKO CORPORATION

                                              By:    /s/ AUTHORIZED SIGNATORY
                                                     --------------------------
                                              Name:
                                              Title:


                                              SLOAN TECHNOLOGY CORP.

                                              By:    /s/ AUTHORIZED SIGNATORY
                                                     ---------------------------
                                              Name:
                                              Title:


                                              VEECO INDUSTRIAL MEASUREMENT, LLC
                                              By:  Veeco Instruments Inc., its
                                                   Sole Member

                                              By:    /s/ AUTHORIZED SIGNATORY
                                                     --------------------------
                                              Name:
                                              Title:


                                              VEECO METROLOGY, LLC
                                              By: Veeco Instruments Inc., its
                                                  Sole Member

                                              By:    /s/ AUTHORIZED SIGNATORY
                                                     -------------------------
                                              Name:
                                              Title:


                                              ION TECH, INC.

                                              By:    /s/ AUTHORIZED SIGNATORY
                                                     --------------------------
                                              Name:
                                              Title:


                                              TULAKES REAL ESTATE INVESTMENTS,
                                              INC.

                                              By:   /s/ AUTHORIZED SIGNATORY
                                                    ---------------------------
                                              Name:
                                              Title:

                                       4

<PAGE>



                                               VEECO MINNEAPOLIS TECHNOLOGY
                                               CENTER INC.

                                               By:   /s/ AUTHORIZED SIGNATORY
                                                    ---------------------------
                                               Name:
                                               Title:




                                                CVC, INC.

                                                By:  /s/ AUTHORIZED SIGNATORY
                                                     --------------------------
                                                Name:
                                                Title:


                                                CVC PRODUCTS, INC.

                                                By:   /s/ AUTHORIZED SIGNATORY
                                                       -------------------------
                                                Name:
                                                Title:


                                                COMMONWEALTH SCIENTIFIC
                                                CORPORATION

                                                By:   /s/ AUTHORIZED SIGNATORY
                                                       -------------------------
                                                Name:
                                                Title:



                                        5


<PAGE>


                                 SCHEDULE 8.2(l)

Liens on the assets of CVC, Inc. and/or its Subsidiaries which Liens
existed at the time of the acquisition of CVC, Inc. by the Borrower.












                                       6
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-27.1
<SEQUENCE>8
<FILENAME>ex-27_1.txt
<DESCRIPTION>FINANCIAL DATA SCHEDULE
<TEXT>

<TABLE> <S> <C>

<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED FINANCIAL STATEMENTS AS OF JUNE 30, 2000, WHICH ARE CONTAINED
IN OUR 10Q AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000

<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-2000
<PERIOD-END>                               JUN-30-2000
<CASH>                                          13,858
<SECURITIES>                                    52,189
<RECEIVABLES>                                   99,345
<ALLOWANCES>                                     2,902
<INVENTORY>                                     86,644
<CURRENT-ASSETS>                               276,668
<PP&E>                                         105,899
<DEPRECIATION>                                  42,869
<TOTAL-ASSETS>                                 360,734
<CURRENT-LIABILITIES>                           94,172
<BONDS>                                         33,815
<PREFERRED-MANDATORY>                                0
<PREFERRED>                                          0
<COMMON>                                           235
<OTHER-SE>                                     245,484
<TOTAL-LIABILITY-AND-EQUITY>                   360,734
<SALES>                                         93,579
<TOTAL-REVENUES>                                93,579
<CGS>                                           66,857
<TOTAL-COSTS>                                   51,875
<OTHER-EXPENSES>                                    61
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                               (136)
<INCOME-PRETAX>                               (25,078)
<INCOME-TAX>                                   (9,815)
<INCOME-CONTINUING>                                  0
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                  (15,263)
<EPS-BASIC>                                      (.65)
<EPS-DILUTED>                                    (.65)


</TABLE>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-27.2
<SEQUENCE>9
<FILENAME>ex-27_2.txt
<DESCRIPTION>FINANCIAL DATA SCHEDULE
<TEXT>

<TABLE> <S> <C>

<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED FINANCIAL STATEMENTS AS OF JUNE 30, 1999, WHICH ARE CONTAINED IN
OUR 10Q AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<RESTATED>
<MULTIPLIER> 1,000

<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1999
<PERIOD-END>                               JUN-30-1999
<CASH>                                          92,486
<SECURITIES>                                         0
<RECEIVABLES>                                   56,443
<ALLOWANCES>                                     2,131
<INVENTORY>                                     78,752
<CURRENT-ASSETS>                               236,272
<PP&E>                                          80,966
<DEPRECIATION>                                  25,890
<TOTAL-ASSETS>                                 300,194
<CURRENT-LIABILITIES>                           74,898
<BONDS>                                         29,778
<PREFERRED-MANDATORY>                                0
<PREFERRED>                                          0
<COMMON>                                           211
<OTHER-SE>                                     201,577
<TOTAL-LIABILITY-AND-EQUITY>                   300,194
<SALES>                                         77,092
<TOTAL-REVENUES>                                77,092
<CGS>                                           40,808
<TOTAL-COSTS>                                   24,902
<OTHER-EXPENSES>                                 (467)
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                               (236)
<INCOME-PRETAX>                                 12,085
<INCOME-TAX>                                     4,432
<INCOME-CONTINUING>                                  0
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                     7,653
<EPS-BASIC>                                        .37
<EPS-DILUTED>                                      .36


</TABLE>
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
