103145--3/2/2009--VEECO_INSTRUMENTS

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{customer, product, revenue}

{stock, price, operating}

{condition, economic, financial}

{product, market, service}

{property, intellectual, protect}

{competitive, industry, competition}

{cost, operation, labor}

{operation, international, foreign}

{acquisition, growth, future}

{control, financial, internal}

{tax, income, asset}

{regulation, change, law}

{operation, natural, condition}

{cost, regulation, environmental}

{personnel, key, retain}

{provision, law, control}

Risk Factors That May Impact Future Results Negative worldwide economic conditions could result in a decrease in our net sales and an increase in our operating costs, which could adversely affect our business and operating results. Our sales to data storage and HB-LED manufacturers are highly dependent on these manufacturers' sales for consumer electronics applications, which can experience significant volatility due to seasonal and other factors, which could materially adversely impact our future results of operations. We are exposed to risks associated with entering the emerging solar industry. We may be required to take additional impairment charges for goodwill and indefinite-lived intangible assets or definite-lived intangible and long-lived assets. Any failure by us to execute our planned cost reductions successfully could result in total costs and expenses that are greater than expected. The cyclicality of the industries we serve directly affects our business. We operate in industries characterized by rapid technological change. We depend on a limited number of customers that operate in highly concentrated industries. The timing of our orders, shipments, and revenue recognition may cause our quarterly operating results to fluctuate significantly. Changes in our product mix may cause our quarterly operating results to fluctuate significantly. Our backlog is subject to customer cancellation or modification and such cancellation could result in decreased sales and increased provisions for excess and obsolete inventory. Our sales cycle is long and unpredictable. The failure to successfully implement outsourcing activities and other operational initiatives could adversely affect results of operations. Manufacturing interruptions or delays could affect our ability to meet customer demand, while the failure to estimate customer demand accurately could result in excess or obsolete inventory. We rely on a limited number of suppliers. Our inability to attract, retain, and motivate key employees could have a material adverse effect on our business. We are exposed to the risks of operating a global business. We are subject to foreign currency exchange risks. The enforcement and protection of our intellectual property rights may be expensive and could divert our valuable resources. We may be subject to claims of intellectual property infringement by others. Our acquisition strategy subjects us to risks associated with evaluating and pursuing these opportunities and integrating these businesses. We are substantially leveraged, which could adversely affect our ability to adjust our business to respond to competitive pressures and to obtain sufficient funds to finance our future needs. Changes in accounting pronouncements or taxation rules or practices may adversely affect our financial results. The price of our common shares may be volatile and could decline significantly. We are subject to internal control evaluations and attestation requirements of Section 404 of the Sarbanes-Oxley Act. We are subject to risks of non-compliance with environmental and safety regulations. We have significant operations in California and other locations which could be materially and adversely impacted, in the event of a natural disaster or other significant disruption. We have adopted certain measures that may have anti-takeover effects which may make an acquisition of our Company by another company more difficult.

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103145--3/2/2009--VEECO_INSTRUMENTS_INC