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 * KIERNAN JOHN P   2. Issuer Name and Ticker or Trading Symbol VEECO INSTRUMENTS INC [VECO] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) SVP Fin, Corp. Cntlr. & Treas. (Last) (First) (Middle) VEECO INSTRUMENTS INC.,, TERMINAL DRIVE 3. Date of Earliest Transaction (Month/Day/Year) 06/11/2014 (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 06/11/2014   F   284 (1) D $ 33.02 27,636 D   Common Stock 06/12/2014   A   1,240 (2) A $ 0 28,876 D

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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

Stock Option (right to purchase)

$ 32.67

06/12/2014

A

4,620

(3)

06/11/2021

common stock

4,620

$ 32.67

4,620

D

Restricted Stock Unit (4)

$ 0

06/12/2014

A

3,120

(4)

(4)

common stock

3,120

$ 0

3,120

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
KIERNAN JOHN P VEECO INSTRUMENTS INC., TERMINAL DRIVE PLAINVIEW, NY 11803			SVP Fin, Corp. Cntlr. & Treas.

Signatures

Gregory A. Robbins, Attorney-in-fact		06/13/2014
**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 securities surrendered to Veeco to satisfy tax withholding obligations due upon the vesting of restricted stock.
(2)	These shares were acquired pursuant to a restricted stock award under the Veeco Instruments Inc. 2010 Stock Incentive Plan and are subject to certain restrictions. These restrictions will lapse with respect to 1/3 of such shares on each of the second, third and fourth anniversaries of the date of grant.
(3)	The option will become exercisable with respect to 1/3 of such shares on each of the first, second and third anniversaries of the date of grant.
(4)	Reflects an award of restricted stock units granted under the Veeco Instruments Inc. 2010 Stock Incentive Plan. Each restricted stock unit represents a contingent right to receive one share of Veeco common stock. This award will vest if and when certain performance criteria is achieved. If the performance criteria is met, vested shares will be delivered to the reporting person on the date provided in the performance criteria.

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