FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person * PEELER JOHN R   2. Issuer Name and Ticker or Trading Symbol VEECO INSTRUMENTS INC [VECO] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Executive Chairman (Last) (First) (Middle) VEECO INSTRUMENTS INC., TERMINAL DRIVE 3. Date of Earliest Transaction (Month/Day/Year) 02/06/2019 (Street) PLAINVIEW, NY 11803 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 01/15/2019   G V 10,500 (1) D $ 0 381,950.7229 D   Common Stock 02/06/2019   M   2,562 (2) A $ 0 384,512.7229 D   Common Stock 02/06/2019   F   1,374 (3) D $ 10.45 383,138.7229 D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Performance Based Restricted Stock Units

$ 0

02/06/2019

M

6,272 (4)

02/06/2019

(4)

Common Stock

6,272

$ 0

2,563

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
PEELER JOHN R VEECO INSTRUMENTS INC. TERMINAL DRIVE PLAINVIEW, NY 11803	X		Executive Chairman

Signatures

Gregory A. Robbins, Attorney-in-fact		02/08/2019
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Represents transfers to irrevocable trusts for the benefit of the reporting person's family members. The reporting person disclaims beneficial ownership of these shares.
(2)	Represents the issuance of shares upon the vesting of performance-based restricted stock units (PRSUs) granted on June 12, 2014 under Veeco's 2010 Stock Incentive Plan.
(3)	Represents securities surrendered to Veeco to satisfy tax withholding obligations due upon the vesting of restricted stock.
(4)	Represents the vesting and forfeiture of certain PRSUs granted on June 12, 2014, based on partial achievement of performance criteria and other terms specified in the award agreement. Subject to the executive's continued employment, an additional 2,563 PRSUs will vest on February 6, 2020. 3,710 of the PRSUs granted on June 12, 2014 were deemed to have not been earned and were forfeited in accordance with the terms of the award. The performance period for this component of the award ended December 31, 2018.

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