8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 8-K

CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): July 22, 2004

DANAHER CORPORATION

(Exact name of registrant as specified in charter)

Delaware
(State or other jurisdiction of
incorporation) 001-08089
(Commission File Number) 59-1995548
(IRS Employer Identification No.)

2099 Pennsylvania Avenue, N.W., 12th Floor
Washington, D.C. 20006-1813

(Address of Principal Executive Offices and Zip Code)

(202) 828-0850

(Registrant’s telephone Number, including area code)

Not applicable

(Former name or former address, if changed since last report)

ITEM 12.  RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On July 22, 2004, Danaher Corporation issued a press release announcing earnings for the quarter ended July 2, 2004.  A copy of the release is furnished herewith as Exhibit 99.1 and incorporated by reference herein.  This Current Report on Form 8-K and the press release attached hereto are being furnished by Danaher pursuant to Item 12 of Form 8-K.

This information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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

Dated:   July 21, 2004

2

Exhibit Index

Exhibit No.	Description
99.1	Press release —  “Danaher Corporation Announces Record Second Quarter Results”

3

EX-99.1

Exhibit 99.1

DANAHER CORPORATION
2099 PENNSYLVANIA AVENUE, N.W.
12^TH FLOOR
WASHINGTON, D.C. 20006
TELEPHONE (202)-828-0850   FAX (202)-828-0860

FOR IMMEDIATE RELEASE	CONTACT: Andy Wilson
	VP – Investor Relations
	(202) 828-0850

DANAHER CORPORATION ANNOUNCES RECORD
SECOND QUARTER RESULTS

WASHINGTON, D.C., July 22, 2004 — Danaher Corporation (NYSE:DHR) announced today that net earnings for its second quarter ended July 2, 2004 were $182 million, 46% higher than its 2003 second quarter net earnings of $125 million.  Diluted earnings per share for the 2004 second quarter were $0.56, a 44% increase over the comparable $0.39 for the 2003 second quarter.  Sales for the 2004 second quarter were $1,621 million, 25% higher than the $1,299 million reported for the 2003 second quarter.

H. Lawrence Culp, Jr., President and Chief Executive Officer, stated, “We are again pleased to report record quarterly earnings.   We are particularly pleased to report growth of 10% from existing businesses, also known as core revenues.   Total sales growth for the quarter also includes acquisition growth of 13% and currency gains of 2%.   Both the Process/Environmental Controls and Tools and Components segments delivered solid results, finishing the quarter with 9.5% and 11% core revenue growth, respectively.  Our operating cash flow for the first half of 2004 of $499 million was another record and an 11 % increase over the 2003 first half.   The broad-based strength we continue to see across our businesses reinforces our confidence in our ability to deliver positive results for the balance of 2004.”

Danaher Corporation is a leading manufacturer of Process/Environmental Controls and Tools and Components.  (www.danaher.com)

Statements in this release, including the attachments to this release, that are not strictly historical may be “forward-looking” statements, which involve risks and uncertainties. These include risks and uncertainties relating to customer and supplier relationships and prices, competition, market demand, litigation and other contingent liabilities, the integration and operation of acquired businesses, and economic, political, governmental and technological factors affecting the Company’s operations, markets, products, services and prices, among others, as set forth in the Company’s SEC filings.

DANAHER CORPORATION

CONSOLIDATED CONDENSED STATEMENTS OF EARNINGS

(000’s omitted, except per share amounts)

(unaudited)

	Three Months Ended						Six Months Ended
	July 2, 2004			June 27, 2003			July 2, 2004			June 27, 2003
Sales	$	1,621,245		$	1,299,432		$	3,164,436		$	2,495,647
Operating costs and expenses:
Cost of sales	935,536			774,546			1,847,466			1,503,362
Selling, general and  administrative expenses	414,827			323,675			821,808			624,856
Gain on sale of real estate	(1,360		)	—			(2,046		)	(775		)
Total operating expenses	1,349,003			1,098,221			2,667,228			2,127,443
Operating profit	272,242			201,211			497,208			368,204
Interest expense	12,716			15,201			27,166			29,481
Interest income	(808		)	(2,177		)	(2,327		)	(4,541		)
Earnings before income taxes	260,334			188,187			472,369			343,264
Income taxes	78,101			63,043			144,892			114,994
Net earnings	$	182,233		$	125,144		$	327,477		$	228,270
Basic earnings per share	$	0.59		$	0.41		$	1.06		$	.75
Diluted earnings per share	$	0.56		$	0.39		$	1.01		$	.72
Average common stock and common equivalent shares outstanding
Basic	308,832			306,370			308,618			306,062
Diluted	327,272			322,402			326,878			321,868

A complete copy of Danaher’s Form 10-Q financial statements is available on the Company’s web site (www.danaher.com).

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