Ownership Submission
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 *
Miller William John
   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)
EVP Process Equipment
(Last)
(First)
(Middle)
VEECO INSTRUMENTS INC., TERMINAL DRIVE		 3. Date of Earliest Transaction (Month/Day/Year)
12/10/2014
(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 12/10/2014   M   12,504 A $ 8.82 67,282 D  
Common Stock 12/10/2014   S   18,538 D $ 37.08 (2) 48,744 D  
Common Stock 12/11/2014   M   15,000 A $ 24.89 63,744 D  
Common Stock 12/11/2014   M   830 A $ 8.82 64,574 D  
Common Stock 12/11/2014   M   13,334 A $ 12.36 77,908 D  
Common Stock 12/11/2014   S   29,164 D $ 37 48,744 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
Stock Option (right to purchase) $ 8.82 12/10/2014   M     12,504   (1) 05/17/2016 common stock 12,504 $ 0 830 D  
Stock Option (right to purchase) $ 24.89 12/11/2014   M     15,000   (3) 11/30/2021 common stock 15,000 $ 0 0 D  
Stock Option (right to purchase) $ 8.82 12/11/2014   M     830   (1) 05/17/2016 common stock 830 $ 0 0 D  
Stock Option (right to purchase) $ 12.36 12/11/2014   M     13,334   (4) 06/28/2016 common stock 13,334 $ 0 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Miller William John
VEECO INSTRUMENTS INC.
TERMINAL DRIVE
PLAINVIEW, NY 11803		       EVP Process Equipment  

Signatures

 Gregory A. Robbins, Attorney-in-fact   12/12/2014
**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) The option was granted on May 18, 2009 and became exercisable with respect to 1/3 of such shares on each of the first, second and third anniversaries of the date of grant.
(2) Reflects the weighted average sale price. Actual sale prices ranged from $37.00 to $37.30 per share. The reporting person undertakes to provide, upon request by the SEC staff, the issuer or any security holder of the issuer, full information regarding the number of shares sold at each separate price.
(3) The option was granted on December 1, 2011 and became exercisable with respect to 1/3 of such shares on each of the first, second and third anniversaries of the date of grant.
(4) The option was granted on June 29, 2009 and became exercisable with respect to 1/3 of such shares on each of the first, second and third anniversaries of the date of grant.

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