SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

DITKOFF JAMES H

(Last)

(First)

(Middle)

2099 PENNSYLVANIA AVENUE, NW

12TH FLOOR

(Street)

WASHINGTON

20006

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
DANAHER CORP /DE/ [ DHR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Senior VP-Tax & Finance

3. Date of Earliest Transaction (Month/Day/Year)
08/08/2007

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	08/08/2007		M		15,500	A	$31.85	83,100	D
Common Stock	08/08/2007		S		15,500	D	$82.091	67,600	D
Common Stock	08/09/2007		M		24,500	A	$31.85	92,100	D
Common Stock	08/09/2007		S		7,600	D	$81.6689	84,500	D
Common Stock	08/09/2007		S		16,900	D	$81.645	67,600	D
Common Stock								44,210	I	401(k)
Common Stock								60,400⁽²⁾	I	By spouse
Common Stock								24,366	I	by GRAT
Common Stock								519⁽²⁾	I	By trust for benefit of grandchild
Common Stock								519⁽²⁾	I	By trust for benefit of grandchild
Common Stock								520⁽²⁾	I	By trust for benefit of grandchild
Common Stock								318⁽²⁾	I	By trust for benefit of grandchild
Common Stock								400⁽²⁾	I	By trust for benefit of godchild

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	$31.85	08/08/2007		M			15,500	⁽¹⁾	03/01/2011	Common Stock	15,500	$0	64,500	D
Common Stock	$31.85	08/09/2007		M			24,500	⁽¹⁾	03/01/2011	Common Stock	24,500	$0	40,000	D

Explanation of Responses:

1. The options exercised were part of an award of 200,000 options granted on March 1, 2001. Fifty percent of the options became exercisable on the fourth anniversary of the grant date, and the balance became exercisable on the fifth anniversary of the grant date.

2. The reporting person disclaims beneficial ownership of these shares.

Remarks:

	James F. O'Reilly, attorney-in-fact for James H. Ditkoff	08/09/2007
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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