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                 SECURITIES AND EXCHANGE COMMISSION
                       WASHINGTON, D.C. 20549
                           --------------
                           SCHEDULE 14D-1
                         (AMENDMENT No. 12)
                       TENDER OFFER STATEMENT
                    PURSUANT TO SECTIONS 14(D)(1)
                               OF THE
                  SECURITIES EXCHANGE ACT OF 1934
                    ACME-CLEVELAND CORPORATION
                     (NAME OF SUBJECT COMPANY)
  
                    WEC ACQUISITION CORPORATION
                       DANAHER CORPORATION
                            (BIDDERS)
               COMMON SHARES, PAR VALUE $1 PER SHARE
                 (INCLUDING THE ASSOCIATED RIGHTS)
               SERIES A CONVERTIBLE PREFERRED STOCK,
                         WITHOUT PAR VALUE  
                  (TITLE OF CLASS OF SECURITIES)
  
                            004626107
              (CUSIP NUMBER OF CLASS OF SECURITIES)
  
                        PATRICK W. ALLENDER
                   WEC ACQUISITION CORPORATION
                     C/O DANAHER CORPORATION
                 1250 24TH STREET, N.W., SUITE 800
                      WASHINGTON, D.C.  20037
                     TELEPHONE: (202) 828-0850
    (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED
   TO RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF BIDDERS)
                   ------------------------
  
                            COPY TO:
  
                       MORRIS J. KRAMER
             SKADDEN, ARPS, SLATE, MEAGHER & FLOM
                       919 THIRD AVENUE
                      NEW YORK, NY 10022
                   TELEPHONE: (212) 735-3000

                  ------------------------
  
                 CALCULATION OF FILING FEE

 TRANSACTION VALUATION*                       AMOUNT OF FILING FEE
 $202,437,720                                       $40,487.54
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 *    For purposes of calculating fee only. This amount assumes the
      purchase at a purchase price of $30 per Share of an aggregate of
      6,747,924 Shares, consisting of 6,430,078 Common Shares, 161,374
      Preferred Shares and 461,472 Shares issuable upon conversion of
      Options (less 305,000 Shares owned by Parent or any of its affili-
      ates).  The amount of the filing fee, calculated in accordance
      with Regulation 240.0-11 of the Securities Exchange Act of 1934,
      as amended, equals 1/50th of one percentum of the value of Shares
      purchased.
  
 [X] CHECK BOX IF ANY PART OF THE FEE IS OFFSET AS PROVIDED BY RULE
 0-11(A)(2) AND IDENTIFY THE FILING WITH WHICH THE OFFSETTING FEE WAS
 PREVIOUSLY PAID.  IDENTIFY THE PREVIOUS FILING BY REGISTRATION STATE-
 MENT NUMBER, OR SCHEDULE AND THE DATE OF ITS FILING.
  

 AMOUNT PREVIOUSLY PAID: $40,487.54        FILING PARTY: WEC Acquisition
                                           Corporation and Danaher      
                                           Corporation

 FORM OR REGISTRATION NO.:                 DATE FILED:  June 3, 1996
 Schedule 14D-1 Amendment No. 10
 Tender Offer Statement
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      WEC Acquisition Corporation (the "Purchaser"), a Delaware corpora-
 tion and a wholly owned subsidiary of Danaher Corporation ("Parent"),
 and Parent hereby amend their Tender Offer Statement on Schedule 14D-1,
 as heretofore amended (the "Schedule 14D-1"), relating to the
 Purchaser's Offer to purchase all outstanding common shares, par value
 $1 per share (including the associated rights), and all outstanding
 Series A Convertible Preferred Shares, without par value (collectively
 the "Shares"), of Acme-Cleveland Corporation, an Ohio corporation (the
 "Company").  Capitalized terms used herein and not otherwise defined
 shall have the meanings set forth in the Schedule 14D-1 or the Offer to
 Purchase filed as an exhibit thereto. 

 ITEM 10.  ADDITIONAL INFORMATION.

     The information set forth in Exhibit (g)(20) is incorporated herein
 by reference.

 ITEM 11.  MATERIAL TO BE FILED AS EXHIBITS.

 (g)(20)   Joint Press Release, dated July 2, 1996


                              SIGNATURE
  
      After due inquiry and to the best of my knowledge and belief, I
 certify that the information set forth in this Statement is true,
 complete and correct.
  
 Dated: July 2, 1996            WEC ACQUISITION CORPORATION 
  

                                    By: /s/ C. Scott Brannan   
                                         Name: C. Scott Brannan
                                         Title: Vice President
                                         Administration and Controller
  
                                 
                                  DANAHER CORPORATION
  
                                    By: /s/ C. Scott Brannan   
                                         Name: C. Scott Brannan
                                         Title: Vice President and
                                         Secretary


                                  EXHIBIT INDEX


 EXHIBIT             EXHIBIT NAME                
 NUMBER
 -----------------------------------------------------------------------
  
 (g)(20)             Joint Press Release, dated July 2, 1996


 Exhibit (g)(20)

      Danaher Tender Offer Approved by Acme-Cleveland Shareholders
  Under Ohio Control Share Acquisition Law; Offer Set to Expire Tonight

      Washington, D.C., July 2, 1996 -- Danaher Corporation (NYSE: DHR)
 and Acme-Cleveland Corporation (NYSE: AMT) announced today that Acme-
 Cleveland's shareholders have approved the purchase of Acme-Cleveland
 shares by Danaher under the Ohio Control Share Acquisition law.  

      The purchase is to be made under Danaher's tender offer for all
 outstanding shares at $30 per share.  The tender offer is scheduled to
 expire at 5:00 p.m., New York City time, today.

      As previously announced, any Acme-Cleveland shares not purchased
 in the tender offer will be acquired in a subsequent merger transaction
 at the same $30 per share cash price.

      Acme-Cleveland Corporation manufactures and sells communication,
 motion control, and measurement products and systems, and related parts
 and services.

      Danaher Corporation is a leading manufacturer of Tools and Compo-
 nents, and Process/Manufacturing Controls.