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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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, N.W. (Street) WASHINGTON DC 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--Finance & Tax
	3. Date of Earliest Transaction (Month/Day/Year) 12/31/2003
	4. If Amendment, Date of Original Filed (Month/Day/Year) 01/05/2004	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)
			Code	V	Amount	(A) or (D)	Price

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Executive Deferred Income Plan -- Danaher Stock Fund(1)	$0(2)	01/01/2004		A(4)		260.76		(3)	(3)	Common Stock(1)	269.75(5)	$91.75(1)	27,607.47(1)(5)	D

Explanation of Responses:

1. Compensation deferred or contributed into the Danaher stock fund (the "EDIP Stock Fund") included in Danaher's Executive Deferred Income Plan (the "EDIP") is deemed to be invested in a number of unfunded, notional shares of Danaher common stock based on the closing price of Danaher common stock as reported on the NYSE on the date such compensation is credited to the EDIP Stock Fund. Similarly, when balances are transferred out of the EDIP Stock Fund, the notional shares to be transferred out of the EDIP Stock Fund are valued based on the the closing price of Danaher common stock as reported on the NYSE on the date such notional shares are transferred out. The price shown in Table II, Column 8 above is the closing price per share of Danaher common stock as reported on the NYSE on December 31, 2003.

2. The notional shares convert on a one-for-one basis.

3. The reporting person immediately vests in 100% of each voluntary contribution to the EDIP Stock Fund. The reporting person immediately vests in 2/3 of each company contribution to the EDIP Stock Fund, with the remaining 1/3 of the contribution vesting 100% upon the earlier of the reporting person's death, or upon retirement following at least 5 years of service with Danaher and reaching the age of 55, or if earlier, one-third per vesting year of participation following eleven vesting years of participation, in each case in accordance with the plan. Upon termination of employment, the vested portion of the EDIP Stock Fund is settled in either cash, Danaher common stock or a combination of cash and Danaher common stock, at the reporting person's election.

4. In accordance with the terms of the EDIP, on January 1, 2004, Danaher credited a specified amount to the EDIP Stock Fund of the reporting person, which amount has been deemed to be invested in a number of unfunded, notional shares of Danaher common stock based on the closing price of Danaher common stock as reported on the NYSE on December 31, 2003. As of January 1, 2004, the company contribution cycle under the EDIP changed from a three year cycle to a one year cycle, and at the end of the cycle the entirety of the amount credited to the EDIP Stock Fund at the beginning of the cycle will remain in the EDIP Stock Fund, rather than being split between the fixed-income investment option and the EDIP Stock Fund as was the practice through December 31, 2003.

5. This amendment is being filed to revise the number of notional shares set forth in Column 7 from 260.76 to 269.75 and the number of notional shares in Column 9 from 27,598.48 to 27,607.47.

Remarks:

	James F. O'Reilly, attorney-in-fact for James H. Ditkoff	01/29/2004
	** Signature of Reporting Person	Date
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