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Exhibit 3.1
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 (the "Corporation") is Veeco Instruments
Inc.
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 par value of $0.01 per share and 500,000 shares
of preferred stock with par value of $0.01 per share."
3. The amendment of the Certificate of Incorporation effective hereby and
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 as of May 5, 2000
VEECO INSTRUMENTS INC.
By: /s/ GREGORY A. ROBBINS
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Gregory A. Robbins
Vice President and General Counsel
