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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.� 20549

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FORM�8-K

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CURRENT REPORT
PURSUANT TO SECTION�13 OR 15(d)�OF THE

SECURITIES EXCHANGE ACT OF 1934

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Date of Report (Date of earliest event reported): October�29, 2014

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VEECO INSTRUMENTS INC.

(Exact name of registrant as specified in its charter)

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Terminal Drive, Plainview, New York 11803

(Address of principal executive offices)

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(516) 677-0200
(Registrant�s telephone number, including area code)

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Not applicable
(Former name or former address, if changed since last report)

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Check the appropriate box below if the Form�8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

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o����������� Written communications pursuant to Rule�425 under the Securities Act (17 CFR 230.425)

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o����������� Soliciting material pursuant to Rule�14a-12 under the Exchange Act (17 CFR 240.14a-12)

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o����������� Pre-commencement communications pursuant to Rule�14d-2(b)�under the Exchange Act (17 CFR 240.14d-2(b))

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o����������� Pre-commencement communications pursuant to Rule�13e-4(c)�under the Exchange Act (17 CFR 240.13e-4(c))

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Item 2.02�� Results of Operations and Financial Condition.

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On October�29, 2014, Veeco Instruments Inc. issued a press release announcing its financial results for the quarter ended September�30, 2014.� In connection with the release and the related conference call, Veeco posted a presentation relating to its third quarter 2014 financial results on its website (www.veeco.com).� Copies of the press release and presentation are furnished as Exhibit�99.1 and Exhibit�99.2 to this report.

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Item 9.01�� Financial Statements and Exhibits.

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(d)�������������������������������� Exhibits.

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The information in this report, including the exhibits, shall not be deemed �filed� for purposes of Section�18 of the Securities Exchange Act of 1934, as amended (the �Exchange Act�), or otherwise subject to the liabilities under that Section, nor shall this information or these exhibits be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

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SIGNATURES

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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 hereunto duly authorized.

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EXHIBIT�INDEX

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EXHIBIT�99.1

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FOR IMMEDIATE RELEASE

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VEECO REPORTS THIRD QUARTER 2014 FINANCIAL RESULTS

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Plainview, N.Y., October�29, 2014 � Veeco Instruments Inc. (Nasdaq: VECO) announced its financial results for the third quarter ended September�30, 2014.� Veeco reports its results on a U.S. generally accepted accounting principles (�GAAP�) basis, and also provides results excluding certain items.� Refer to the attached table for details of the reconciliation between GAAP operating results and Non-GAAP operating results.

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GAAP Results ($M except per share data)

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Non-GAAP Results ($M except per share data)

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�Veeco reported $93 million in revenues, a slight decline from the second quarter of 2014, as an increase in MOCVD revenue was offset by declines in our other businesses,� commented John R. Peeler, Chairman and Chief Executive Officer. �We have been steadily improving Veeco�s bottom line performance this year by lowering our operating expenses and driving higher gross margins, resulting in an adjusted EBITDA loss of $2M. We continue to manage our cash well, ending the quarter with a cash balance of $487 million, up $2 million from the prior quarter.�

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�Third quarter 2014 orders were $107 million, higher than the second quarter of 2014,� continued Peeler. �LED�& Solar orders totaled $93M, the highest level since the third quarter of 2011, driven by an 8% increase in MOCVD.� MBE won several key R&D deals and booked a total of $9 million in the quarter, the highest level this year. We also booked our prototype FAST-ALD system for development of flexible OLED displays at our key customer. With no capacity purchases by hard drive customers, Data Storage orders remained weak at $14M.�

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Outlook

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Veeco�s fourth quarter 2014 revenue is currently forecasted to be between $100 and $115 million. Earnings per share is currently forecasted to be a loss of between ($0.25) to ($0.13) on a GAAP basis, and a ($0.03) loss to $0.09 earnings on a non-GAAP basis. Please refer to the attached financial table for more details.

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Peeler added, �Veeco�s second half 2014 orders are currently expected to be higher than the first half, driven by growth in MOCVD, as LED unit demand and quoting activity remain strong. Veeco is making progress improving bottom line performance through a combination of better business conditions, execution on growth initiatives, and a more streamlined company with lower operating expenses.�

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Conference Call Information

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A conference call reviewing these results has been scheduled for today at 5:00pm ET. To join the call, dial 1-888-684-1278 (toll free) or 913-312-0829 and use passcode 7677500. The call will also be webcast live on the Veeco website at ir.veeco.com. A replay of the call will be available beginning tonight at 8:00pm ET through 8:00pm ET on Wednesday, November�12, 2014 at 1-888-203-1112 (toll free) or 1-719-457-0820, using passcode 7677500, and on the Veeco website. We will post an accompanying slide presentation to our website prior to the beginning of the call.

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About Veeco

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Veeco�s process equipment solutions enable the manufacture of LEDs, flexible OLED displays, solar cells, power electronics, hard drives, MEMS and wireless chips.� We are the market leader in MOCVD, MBE,�Ion Beam and other advanced thin film process technologies. Our high performance systems drive innovation in energy efficiency, consumer electronics and network storage and allow our customers to maximize productivity and achieve lower cost of ownership.� For information on our company, products and worldwide service and support, please visit www.veeco.com.

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To the extent that this news release discusses expectations or otherwise makes statements about the future, such statements are forward-looking and are subject to a number of risks and uncertainties that could cause actual results to differ materially from the statements made. These factors include the risks discussed in the Business Description and Management�s Discussion and Analysis sections of Veeco�s Annual Report on Form�10-K for the year ended December�31, 2013 and in our subsequent quarterly reports on Form�10-Q, current reports on Form�8-K and press releases.� Veeco does not undertake any obligation to update any forward-looking statements to reflect future events or circumstances after the date of such statements.

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-financial tables attached-

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Veeco Instruments Inc. and Subsidiaries

Consolidated Statements of Operations

(In thousands, except per share data)

(Unaudited)

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Veeco Instruments Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

(In thousands)

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Veeco Instruments Inc. and Subsidiaries

Reconciliation GAAP to Non-GAAP Financial Data

(In thousands, except per share data)

(Unaudited)

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(1)�The Company utilized the with and without method to determine the income tax effect of non-GAAP adjustments.

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NOTE - This reconciliation is not in accordance with, or an alternative method for, generally accepted accounting principles in the United States (�GAAP�), and may be different from similar measures presented by other companies. Management of the Company evaluates performance of its business units based on adjusted EBITDA, which is the primary indicator used to plan and forecast future periods. The presentation of this financial measure facilitates meaningful comparison with prior periods, as management of the Company believes adjusted EBITDA reports baseline performance and thus provides useful information.

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Veeco Instruments Inc. and Subsidiaries

Reconciliation GAAP to Non-GAAP Financial Data

(In thousands, except per share data)

(Unaudited)

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(1)�The Company utilized the with and without method to determine the income tax effect of non-GAAP adjustments.

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NOTE - This reconciliation is not in accordance with, or an alternative method for, generally accepted accounting principles in the United States (�GAAP�), and may be different from similar measures presented by other companies. Management of the Company evaluates performance of its business units based on adjusted EBITDA, which is the primary indicator used to plan and forecast future periods. The presentation of this financial measure facilitates meaningful comparison with prior periods, as management of the Company believes adjusted EBITDA reports baseline performance and thus provides useful information.

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Veeco Instruments Inc. and Subsidiaries

Reconciliation GAAP to Non-GAAP Financial Data

(In millions, except per share data)

(Unaudited)

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(1)�The Company utilizes the with and without method to determine the income tax effect of non-GAAP adjustments.

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NOTE - This reconciliation is not in accordance with, or an alternative method for, generally accepted accounting principles in the United States (�GAAP�), and may be different from similar measures presented by other companies. Management of the Company evaluates performance of its business units based on adjusted EBITDA, which is the primary indicator used to plan and forecast future periods. The presentation of this financial measure facilitates meaningful comparison with prior periods, as management of the Company believes adjusted EBITDA reports baseline performance and thus provides useful information.

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Exhibit 99.2

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