Item 1.01 Entry into a Material Definitive Agreement.

On November 19 and 21, 2008, Veeco Instruments Inc. repurchased a total of $12.2 million of its 4.125% convertible subordinated notes due 2012 ("2012 Notes"). Veeco paid $7.2 million in cash for the repurchases, of which $7.1 million related to principal and $0.1 million represented accrued interest. As a result of these repurchases, the amount of 2012 Notes outstanding was reduced to $105.6 million. Veeco expects to record a gross gain of $5.1 million and to write-off $0.1 million of deferred financing costs, resulting in a pre-tax net gain of $5.0 million from these repurchases.

To the extent that this report 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, 2007 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.

The information in this report 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 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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