Filed pursuant to Rule 424(b)(3)
                                                File Number 333-56406

PROSPECTUS SUPPLEMENT NO. 5
- ---------------------------


                                  $829,823,000

                              DANAHER CORPORATION

                    LIQUID YIELD OPTION (TM) NOTES DUE 2021
                            (ZERO COUPON -- SENIOR)
                                      AND
                           COMMON STOCK ISSUABLE UPON
                            CONVERSION OF THE LYONS

     This prospectus supplement supplements the prospectus dated March 16, 2001
of Danaher Corporation, as supplemented March 20, 2001, April 17, 2001, May 2,
2001 and May 23, 2001, relating to the sale by certain of our securityholders
(including their pledgees, donees, assignees, transferees, successors and others
who later hold any of our securityholders' interests) of up to $829,823,000
aggregate principal amount at maturity of LYONs and the common stock issuable
upon conversion of the LYONs.  You should read this prospectus supplement in
conjunction with the prospectus, and this prospectus supplement is qualified by
reference to the prospectus, except to the extent that the information in this
prospectus supplement supersedes the information contained in the prospectus.
Capitalized terms used in this prospectus supplement and not otherwise defined
herein have the meanings specified in the prospectus.

     The table of Selling Securityholders contained in the prospectus is hereby
amended to add the entities who are named below as selling securityholders.



                                             Aggregate Principal
                                             Amount at Maturity                            Number of Shares of      Percentage of
                                            of LYONs That May be   Percentage of LYONs    Common Stock That May     Common Stock
Name                                                Sold               Outstanding             be Sold(1)          Outstanding(2)
- ----                                        --------------------   --------------------   ----------------------  ----------------
                                                                                                      
Cater Allen International Limited                $15,000,000               1.8%                  109,014                   *
Lehman Brothers Inc.                             $31,000,000               3.7%                  225,295                   *




Additionally, the following represents updated information regarding the selling
securityholders listed in the Selling Securityholder table in the prospectus:



                                                  Aggregate
                                              Principal Amount                      Number of Shares
                                               at Maturity of     Percentage of     of Common Stock     Percentage of
                                               LYONs That May         LYONs           That May be       Common Stock
Name                                               be Sold         Outstanding          Sold(1)        Outstanding(2)
- ----                                         ------------------   ---------------   ----------------  ----------------
                                                                                           
All other holders of LYONs or future
 transferees, pledgees, donees, assignees
 or successors of any such holders (3)(4)        $515,513,000          62.1%           3,746,542             2.6%


________________
*    Less than one percent (1%).
(1)  Assumes conversion of all of the holder's LYONs at a conversion rate of
     7.2676 shares of common stock per $1,000 principal amount at maturity of
     the LYONs.  This conversion rate is subject to adjustment, however, as
     described under "Description of the LYONs--Conversion Rights."  As a
     result, the number of shares of common stock issuable upon conversion of
     the LYONs may increase or decrease in the future.
(2)  Calculated based on Rule 13d-3(d)(i) of the Exchange Act, using 142,416,505
     shares of common stock outstanding as of February 23, 2001.  In calculating
     this amount for each holder, we treated as outstanding the number of shares
     of common stock issuable upon conversion of all of that holder's LYONs, but
     we did not assume conversion of any other holder's LYONs.
(3)  Information about other selling securityholders will be set forth in
     prospectus supplements, if required.
(4)  Assumes that any other holders of LYONs, or any future pledgees, donees,
     assignees, transferees or successors of or from any such other holders of
     LYONs, do not beneficially own any shares of common stock other than the
     common stock issuable upon conversion of the LYONs at the initial
     conversion rate.

     Investing in the LYONs involves risks that are described in the "Risk
Factors Relating to the LYONs" section beginning on page 12 of the prospectus.

     Neither the Securities and Exchange Commission, any state securities
commission nor any other regulatory body has approved or disapproved of these
securities or determined if this prospectus is truthful or complete.  Any
representation to the contrary is a criminal offense.

            The date of this prospectus supplement is June 21, 2001.

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