<PAGE>
Exhibit 4.2
CERTIFICATE OF AMENDMENT OF
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
VEECO INSTRUMENTS INC.
It is hereby certified that:
1. The name of the corporation is Veeco Instruments Inc. (the
"Corporation").
2. Article 4 of the amended and restated certificate of incorporation
of the Corporation, as amended to date (the "Certificate of Incorporation"), is
hereby amended to read in its entirety as follows:
"4. The Corporation shall have authority to issue a total of
40,500,000 shares, to be divided into 40,000,000 shares of common
stock with a par value of $0.01 per share and 500,000 shares of
preferred stock with a par value of $0.01 per share.
3. The amendment of the Certificate of Incorporation herein certified
has been duly adopted in accordance with the provisions of Section 242 of the
General Corporation Law of the State of Delaware.
Dated: May 5, 2000
VEECO INSTRUMENTS INC.
By: /s/ Gregory A. Robbins
-----------------------------------
Name: Gregory A. Robbins
Title: Vice President and General
Counsel
