SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549


                                    SCHEDULE 13G

                      Under the Securities Exchange Act of 1934


                                 (Amendment No. 1)*



                              Veeco Instruments, Inc.

                                  (Name of Issuer)

                                    Common Stock

                           (Title of Class of Securities)

                                     922417100

                                   (CUSIP Number)

                                   June 28, 2002

              (Date of Event Which Requires Filing of This Statement)


     Check the appropriate box to designate the rule pursuant to which this
     Schedule is filed:
     [X] Rule 13d-1(b)
     [ ] Rule 13d-1(c)
     [ ] Rule 13d-1(d)


     *The remainder of this cover page shall be filled out for a reporting
     person's initial filing on this form with respect to the subject class of
     securities, and for any subsequent amendment containing information which
     would alter the disclosures provided in a prior cover page.

     The information required in the remainder of this cover page shall not be
     deemed to be "filed" for the purpose of Section 18 of the Securities
     Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
     that section of the Act but shall be subject to all other provisions of the
     Act (however, see the Notes).













     CUSIP: 922417100                                                Page 1 of 7







      1   NAMES OF REPORTING PERSONS
          I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
          Capital Group International, Inc.
          95-4154357

      2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
          INSTRUCTIONS)                                                 (a)

                                                                         (b)

      3   SEC USE ONLY




      4   CITIZENSHIP OR PLACE OF ORGANIZATION

          California


                   5   SOLE VOTING POWER

                       2,202,300


                   6   SHARED VOTING POWER
      NUMBER OF
        SHARES
                       NONE
     BENEFICIALL
      Y OWNED BY
                   7   SOLE DISPOSITIVE POWER
         EACH
      REPORTING
                       2,997,600
        PERSON
        WITH:

                   8   SHARED DISPOSITIVE POWER

                       NONE


      9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

          2,997,600   Beneficial ownership disclaimed pursuant to Rule 13d-4


      10  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
          (SEE INSTRUCTIONS)



      11  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

          10.3%


      12  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

          HC




     CUSIP: 922417100                                                Page 2 of 7
     
     
     







      1   NAMES OF REPORTING PERSONS
          I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
          Capital Guardian Trust Company
          95-2553868

      2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
          INSTRUCTIONS)                                                 (a)

                                                                         (b)

      3   SEC USE ONLY




      4   CITIZENSHIP OR PLACE OF ORGANIZATION

          California


                   5   SOLE VOTING POWER

                       2,022,700


                   6   SHARED VOTING POWER
      NUMBER OF
        SHARES
                       NONE
     BENEFICIALL
      Y OWNED BY
                   7   SOLE DISPOSITIVE POWER
         EACH
      REPORTING
                       2,818,000
        PERSON
        WITH:

                   8   SHARED DISPOSITIVE POWER

                       NONE


      9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

          2,818,000   Beneficial ownership disclaimed pursuant to Rule 13d-4


      10  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
          (SEE INSTRUCTIONS)



      11  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

          9.7%


      12  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

          BK




     CUSIP: 922417100                                                Page 3 of 7
     
     
     


                         SECURITIES AND EXCHANGE COMMISSION
                                Washington, DC 20549

                                    Schedule 13G
                      Under the Securities Exchange Act of 1934


     Amendment No. 1

     Item 1(a)   Name of issuer:
            Veeco Instruments, Inc.

     Item 1(b)   Address of issuer's principal executive offices:
            100 Sunnyside Blvd.
            Woodbury, NY

     Item 2(a)   Name of person(s) filing:
            Capital Group International, Inc. and Capital Guardian Trust
            Company

     Item 2(b)   Address or principal business office or, if none, residence:
            11100 Santa Monica Blvd.
            Los Angeles, CA  90025

     Item 2(c)   Citizenship:   N/A

     Item 2(d)   Title of class of securities:
            Common Stock

     Item 2(e)   CUSIP No.:
            922417100

     Item 3   If this statement is filed pursuant to sections 240.13d-1(b) or
            240.13d-2(b) or (c), check whether the person filings is a:
            (b)   [X]   Bank as defined in section 3(a)(6) of the Act (15
                 U.S.C. 78c).
            (g)   [X]   A parent holding company or control person in
                 accordance with section 240.13d-1(b)(1)(ii)(G).

     Item 4   Ownership

            Provide the following information regarding the aggregate number
            and percentage of the class of securities of the issuer identified
            in Item 1.

            See pages 2 and 3

            (a)    Amount beneficially owned:
            (b)    Percent of class:
            (c)    Number of shares as to which the person has:
            (i)    Sole power to vote or to direct the vote:
            (ii)   Shared power to vote or to direct the vote:
            (iii)  Sole power to dispose or to direct the disposition of:
            (iv)   Shared power to dispose or to direct the disposition of:





     CUSIP: 922417100                                                Page 4 of 7
     
     
     






            Capital Group International, Inc. is the parent holding company of
            a group of investment management companies that hold investment
            power and, in some cases, voting power over the securities reported
            in this Schedule 13G.  The investment management companies, which
            include a "bank" as defined in Section 3(a)6 of the Securities
            Exchange Act of 1934 (the "Act") and several investment advisers
            registered under Section 203 of the Investment Advisers Act of
            1940, provide investment advisory and management services for their
            respective clients which include registered investment companies
            and institutional accounts.  Capital Group International, Inc. does
            not have investment power or voting power over any of the
            securities reported herein; however, Capital Group International,
            Inc. may be deemed to "beneficially own" such securities by virtue
            of Rule 13d-3 under the Act.

            Capital Guardian Trust Company, a bank as defined in Section 3(a)6
            of the Act is deemed to be the beneficial owner of 2,818,000 shares
            or 9.7% of the 29,044,000 shares of Common Stock believed to be
            outstanding as a result of its serving as the investment manager of
            various institutional accounts.

     Item 5   Ownership of 5 percent or Less of a Class.  If this statement is
            being filed to report the fact that as of the date hereof the
            reporting person has ceased to be the beneficial owner of more than
            5 percent of the class of securities, check the following: [ ]

     Item 6   Ownership of More than 5% on Behalf of Another Person: N/A

     Item 7   Identification and Classification of the Subsidiary Which Acquired
            the Security Being Reported on By the Parent Holding Company or
            Control Person.

            1.
               Capital Guardian Trust Company is a bank as defined in Section
               3(a)(6) of the Act and a wholly owned subsidiary of Capital Group
               International, Inc.

            2.
               Capital International S.A. (CISA) does not fall within any of the
               categories described in Rule 13d-1-(b)(ii)(A-F) but its holdings
               of any reported securities come within the five percent
               limitation as set forth in a December 15, 1986 no-action letter
               from the Staff of the Securities and Exchange Commission to The
               Capital Group Companies, Inc. CISA is a wholly owned subsidiary
               of Capital Group International, Inc.

     Item 8   Identification and Classification of Members of the Group:  N/A

     Item 9   Notice of Dissolution of Group:  N/A

     Item 10   Certification








     CUSIP: 922417100                                                Page 5 of 7






            By signing below, I certify that, to the best of my knowledge and
            belief, the securities referred to above were acquired and are held
            in the ordinary course of business and were not acquired and are
            not held for the purpose of or with the effect of changing or
            influencing the control of the issuer of the securities and were
            not acquired and are not held in connection with or as a
            participant in any transaction having that purpose or effect.

        Signature

            After reasonable inquiry and to the best of my knowledge and
            belief, I certify that the information set forth in this statement
            is true, complete and correct.



             Date:          July 10, 2002


             Signature:     *David I. Fisher

             Name/Title:    David I. Fisher, Chairman

                            Capital Group International, Inc.


             Date:          July 10, 2002


             Signature:     *David I. Fisher

             Name/Title:    David I. Fisher, Chairman

                            Capital Guardian Trust Company




             *By    /s/ Michael J. Downer

                    Michael J. Downer
                    Attorney-in-fact

                    Signed pursuant to a Power of Attorney dated December 19,
                    2000 included as an Exhibit to Schedule 13G filed with the
                    Securities and Exchange Commission by Capital Group
                    International, Inc. on February 9, 2001 with respect to
                    Abitibi-Consolidated Inc.
















     CUSIP: 922417100                                                Page 6 of 7


                                      AGREEMENT

                                   Los Angeles, CA
                                    July 10, 2002


       Capital Group International, Inc. ("CGII") and Capital Guardian Trust
     Company ("CGTC") hereby agree to file a joint statement on Schedule 13G
     under the Securities Exchange Act of 1934 (the "Act") in connection with
     their beneficial ownership of Common Stock issued by Veeco Instruments,
     Inc.

       CGII and CGTC state that they are each entitled to individually use
     Schedule 13G pursuant to Rule 13d-1(c) of the Act.

       CGII and CGTC are each responsible for the timely filing of the
     statement and any amendments thereto, and for the completeness and accuracy
     of the information concerning each of them contained therein but are not
     responsible for the completeness or accuracy of the information concerning
     the others.



                      CAPITAL GROUP INTERNATIONAL, INC.

                      BY:              *David I. Fisher

                                        David I. Fisher, Chairman
                                        Capital Group International,
                                        Inc.


                      CAPITAL GUARDIAN TRUST COMPANY

                      BY:              *David I. Fisher

                                        David I. Fisher, Chairman
                                        Capital Guardian Trust Company


     *By  /s/ Michael J. Downer

          Michael J. Downer
          Attorney-in-fact

          Signed pursuant to a Power of Attorney dated December 19, 2000
          included as an Exhibit to Schedule 13G filed with the Securities and
          Exchange Commission by Capital Group International, Inc. on February
          9, 2001 with respect to Abitibi-Consolidated Inc.

















     CUSIP: 922417100                                                Page 7 of 7