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                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549
  
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                             Final Amendment to
  
                               SCHEDULE 14D-1
  
                           TENDER OFFER STATEMENT
                        PURSUANT TO SECTION 14(D)(1)
                   OF THE SECURITIES EXCHANGE ACT OF 1934
   
                                    AND
  
                             AMENDMENT NO. 1 TO
  
                                SCHEDULE 13D
                 UNDER THE SECURITIES EXCHANGE ACT OF 1934
  
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                         PACIFIC SCIENTIFIC COMPANY
                         (Name of Subject Company)
  
                           ACC ACQUISITION CORP.
                            DANAHER CORPORATION
                                 (Bidders)
  
                       COMMON STOCK, $1.00 PAR VALUE
         (including the Associated Preferred Share Purchase Rights)
                       (Title of Class of Securities)
  
                                   694806
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                   (CUSIP Number of Class of Securities)
  
  
                            PATRICK W. ALLENDER
                            DANAHER CORPORATION
                            1250 24TH ST., N.W.
                           WASHINGTON, D.C. 20037
                               (202) 828-0850
        (Name, Address and Telephone Number of Person Authorized to
          Receive Notices and Communications on behalf of Bidders)
  
  
                                  Copy to:
  
                           ERIC J. FRIEDMAN, ESQ.
                  SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
                              919 THIRD AVENUE
                          NEW YORK, NEW YORK 10022
                               (212) 735-3000
  
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      This Final Amendment amends the Tender Offer Statement on Schedule
 14D-1 initially filed on February 6, 1998 (as amended, the "Tender Offer
 Statement") by Danaher Corporation, a Delaware corporation ("Parent"), and
 its wholly owned subsidiary ACC Acquisition Corp., a California corporation
 (the "Purchaser"), relating to the Purchaser's offer to purchase all of the
 outstanding shares of common stock, par value $1.00 per share, of Pacific
 Scientific Company, a California corporation, including the associated
 Preferred Share Purchase Rights, on the terms and subject to the conditions
 set forth in the Offer to Purchase dated February 6, 1998.  Unless
 otherwise defined herein, all capitalized terms used herein shall have the
 respective meanings given such terms in the Tender Offer Statement.  This
 Final Amendment to the Tender Offer Statement also constitutes Amendment
 No. 1 to the Statement on Schedule 13D of the Purchaser and Parent relating
 to the Shares.  The item numbers and responses thereto below are in
 accordance with the requirements of Schedule 14D-1.  
  
 ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY. 
       
      Item 6 is hereby amended to add the following: 
  
      Following expiration of the Offer at 5:00 p.m., New York City time on
 March 9, 1998, the Purchaser accepted for payment all Shares validly
 tendered and not withdrawn pursuant to the Offer.  The Purchaser has been
 informed by the Depositary that, after giving effect to the tendering
 shareholders' compliance with the guaranteed delivery procedures,11,666,541
 Shares, representing approximately 93% percent of the outstanding Shares,
 were validly tendered and not withdrawn pursuant to the Offer. 
  

                                 SIGNATURES
  
      After due inquiry and to the best of my knowledge and belief, the
 undersigned certifies that the information set forth in this statement is
 true, complete and correct. 
  
 Dated:  March 13, 1998 
  
                                         ACC ACQUISITION CORP. 
  
                                               
                                         BY:  /s/ Patrick W. Allender
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                                             Name:  Patrick W. Allender   
                                             Title: Vice President,
                                                    Treasurer and Director 
  
                                         DANAHER CORPORATION 
  
  
                                         BY:  /s/ Patrick W. Allender   
                                             ------------------------------
                                              Name:  Patrick W. Allender 
                                              Title: Senior Vice President, 
                                                     Chief Financial Officer
                                                     and Secretary