SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549
                                ------------
                               Schedule 14D-1
                             (Amendment No. 8*)
            Tender Offer Statement pursuant to Section 14(D)(1)
                   of the Securities Exchange Act of 1934
                                ------------
                       Exide Electronics Group, Inc.
                         (Name of Subject Company)

                        PQR Acquisition Corporation
                            Danaher Corporation
                                 (Bidders)

                   Common Stock, par value $.01 per share
                     (including the associated rights)
                       (Title of Class of Securities)

                               302052 6 10 5
                   (CUSIP Number of Class of Securities)

                   Series G Convertible Preferred Stock,
                          par value $.01 per share
                       (Title of Class of Securities)

                               Not Available
                   (CUSIP Number of Class of Securities)

                Warrants to Purchase Shares of Common Stock
                       (Title of Class of Securities)

                               302052 6 11 3
                   (CUSIP Number of Class of Securities)
                                ------------
                            Patrick W. Allender
                        PQR Acquisition Corporation
                          c/o Danaher Corporation
                     1250 24th Street, N.W., Suite 8000
                           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, Esq.
                  Skadden, Arps, Slate, Meagher & Flom LLP
                              919 Third Avenue
                            New York, N.Y. 10022
                         Telephone: (212) 735-3000

* Constituting the final amendment hereto.


           
               PQR Acquisition Corporation, a Delaware corporation
          (the "Purchaser") and a wholly owned subsidiary of
          Danaher Corporation, a Delaware corporation ("Parent"),
          and Parent hereby amend and supplement their Tender Offer
          Statement on Schedule 14D-1, as amended (as amended, the
          "Schedule 14D-1"), relating to the Purchaser's offer to
          purchase all outstanding shares of common stock, par
          value $.01 per share (including the associated rights),
          all outstanding shares of Series G Convertible Preferred
          Stock, par value $.01 per share, and all outstanding
          warrants to purchase shares of Common Stock at $13.475
          per share of Common Stock, of Exide Electronics Group,
          Inc., a Delaware corporation. 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.

               This Amendment No. 8 constitutes the final amendment
          to the Tender Offer Statement.

          ITEM 10.       ADDITIONAL INFORMATION

               On October 30, 1997, the Offer expired by its terms
          without any Shares having been accepted for payment. 
          Parent has instructed the Depositary to return all
          tendered Shares to the tendering shareholders.


                                  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: October 31, 1997

                                   PQR ACQUISITION CORPORATION

                                   By: /s/ Patrick W. Allender     
                                       Name:  Patrick W. Allender
                                       Title: Vice President and Treasurer

                                   DANAHER CORPORATION

                                   By: /s/ Patrick W. Allender      
                                       Name:  Patrick W. Allender
                                       Title: Senior Vice President, Chief
                                              Financial Officer and Secretary