S-8

As filed with the Securities and Exchange Commission on July 26, 2004

Registration Statement No. 333-      

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933

DANAHER CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

Delaware	59-1995548
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)

2099 Pennsylvania Avenue, N.W., 12th Floor

Washington, D.C.  20006-1813

(202) 828-0850

(Address, including zip code, and telephone number, including area code, of
registrant’s principal executive offices)

DANAHER CORPORATION & SUBSIDIARIES RETIREMENT AND SAVINGS PLAN;

DANAHER CORPORATION & SUBSIDIARIES SAVINGS PLAN

(Full Title of the Plan)

Patrick W. Allender
Executive Vice President, Chief Financial Officer and Secretary

2099 Pennsylvania Avenue, N.W., 12th Floor

Washington, D.C.  20006-1813

(202) 828-0850

(Name, address, including zip code, and telephone number, including area code,
of agent for service of process)

CALCULATION OF REGISTRATION FEE

Title of Securities to be Registered	Amount to be Registered		Proposed Maximum Offering Price Per Share			Proposed Maximum Aggregate Offering Price			Amount of Registration Fee
Common Stock, $.01 par value	5,000,000 shares	(1)(2)	$	49.46	(3)	$	247,300,000	(3)	$	31,332.91
Interest in the Danaher Corporation & Subsidiaries Retirement and Savings Plan		(4)			(5)			(5)			(5)
Interest in the Danaher Corporation & Subsidiaries Savings Plan		(4)			(5)			(5)			(5)

(1)The number of shares being registered represent the number of shares that may be acquired by the Danaher Corporation & Subsidiaries Retirement & Savings Plan or the Danaher Corporation & Subsidiaries Savings Plan in connection with a participant’s election to invest a portion of his or her interest in such plan in a fund that invests in Danaher’s common stock.

(2)Pursuant to Rule 416 under the Securities Act of 1933 (the “Securities Act”), this registration statement also covers an indeterminate number of shares as may be required to cover possible adjustments under the plan by reason of any stock dividend, stock split, share combination, exchange of shares, recapitalization, merger, consolidation, separation, reorganization, liquidation or the like, of or by the Registrant.

(3)Calculated pursuant to Rule 457(c) and (h) based on the average of the high and low per share prices of the Common Stock on July 22, 2004, as reported on the New York Stock Exchange.

(4)Pursuant to Rule 416(c) under the Securities Act, this registration statement also covers an indeterminate number of plan interests to be offered or sold pursuant to the Danaher Corporation & Subsidiaries Retirement and Savings Plan and the Danaher Corporation & Subsidiaries Savings Plan.

(5)Pursuant to Rule 457(h)(2) under the Securities Act of 1933, as amended, no separate fee is required to register plan interests.

EXPLANATORY NOTE

This Registration Statement on Form S-8 is being filed by Danaher Corporation (the “Registrant”) with the Securities and Exchange Commission (the “Commission”) for the purpose of registering an additional 5,000,000 shares of the Registrant’s common stock, par value $.01 per share (such share amount and all other information herein having been adjusted for the two-for-one stock split effective May 20, 2004), for issuance pursuant to the Danaher Corporation & Subsidiaries Retirement and Savings Plan and the Danaher Corporation & Subsidiaries Savings Plan.  In accordance with General Instruction E to Form S-8, the contents of Registration Statement No. 333-107500, filed with Commission on July 31, 2003, are incorporated herein by reference.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8.    EXHIBITS

Exhibit Number	Description
23.1	Consent of Ernst & Young LLP, independent registered public accounting firm
23.2	Notice Regarding Consent of Arthur Andersen LLP
24.1	Power of Attorney (included on signature page to this Registration Statement)

The Company previously received determination letters from the Internal Revenue Service that the Danaher Corporation & Subsidiaries Retirement & Savings Plan and the Danaher Corporation & Subsidiaries Savings Plan are each qualified plans under the Internal Revenue Code.  The Company hereby undertakes to submit any amendments to the Plans to the Internal Revenue Service (the “IRS”) in a timely manner, and will make all changes required by the IRS in order to maintain the tax qualifications of the Plans.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the District of Columbia, on July 26, 2004.

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

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints Daniel L. Comas and Robert S. Lutz, and each of them, with full power of substitution and resubstitution and each with full power to act without the other, his or her true and lawful attorney-in-fact and agent, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission or any state, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their, his or her substitutes or substitute, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Date: July 26, 2004	By:	/s/ H. Lawrence Culp, Jr.
		H. Lawrence Culp, Jr.
		Director, President and Chief
		Executive Officer
		(Principal Executive Officer)
Date: July 26, 2004	By:	/s/ Patrick W. Allender
		Patrick W. Allender
		Executive Vice President — Chief Financial
		Officer and Secretary
		(Principal Financial Officer)
Date: July 26, 2004	By:	/s/ Robert S. Lutz
		Robert S. Lutz
		Vice President and Chief Accounting
		Officer
		(Principal Accounting Officer)
Date: July 26, 2004	By:	/s/ Mortimer M. Caplin
		Mortimer M. Caplin
		Director

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Date: July 26, 2004	By:	/s/ Donald J. Ehrlich
		Donald J. Ehrlich
		Director
Date: July 26, 2004	By:	/s/ Mitchell P. Rales
		Mitchell P. Rales
		Director and Chairman of the Executive
		Committee
Date: July 26, 2004	By:	/s/ Steven M. Rales
		Steven M. Rales
		Director and Chairman of the Board
Date: July 26, 2004	By:	/s/ Walter G. Lohr, Jr.
		Walter G. Lohr, Jr.
		Director
Date:	By:
		Alan G. Spoon
		Director
Date: July 26, 2004	By:	/s/ A. Emmet Stephenson, Jr.
		A. Emmet Stephenson, Jr.
		Director
Date: July 26, 2004	By:	/s/ John T. Schwieters
		John T. Schwieters
		Director

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PLAN SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Danaher Corporation & Subsidiaries Retirement & Savings Plan trustee or other person who administers the Plan have duly caused this registration statement to be signed on behalf of the Plan by the undersigned, thereunto duly authorized, in the District of Columbia, on July 26, 2004.

DANAHER CORPORATION & SUBSIDIARIES
RETIREMENT AND SAVINGS PLAN
By:  DANAHER CORPORATION, Plan Sponsor
By:	/s/ Patrick W. Allender
	Patrick W. Allender
	Executive Vice President — Chief Financial
	Officer and Secretary

Pursuant to the requirements of the Securities Act of 1933, the Danaher Corporation & Subsidiaries Savings Plan trustee or other person who administers the Plan have duly caused this registration statement to be signed on behalf of the Plan by the undersigned, thereunto duly authorized, in the District of Columbia, on July 26, 2004.

DANAHER CORPORATION & SUBSIDIARIES SAVINGS PLAN
By:  DANAHER CORPORATION, Plan Sponsor
By:	/s/ Patrick W. Allender
	Patrick W. Allender
	Executive Vice President — Chief Financial
	Officer and Secretary

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EXHIBIT INDEX

Exhibit Number	Description
23.1	Consent of Ernst & Young LLP, independent registered public accounting firm
23.2	Notice Regarding Consent of Arthur Andersen LLP
24.1	Power of Attorney (included on signature page to this Registration Statement)

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EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the Danaher Corporation & Subsidiaries Retirement & Savings Plan and the Danaher Corporation & Subsidiaries Savings Plan of our reports dated January 27, 2004, with respect to the consolidated financial statements and schedule of Danaher Corporation included in its Annual Report (Form 10-K) for the year ended December 31, 2003, filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

Baltimore, Maryland

July 21, 2004

EX-23.2

Exhibit 23.2

NOTICE REGARDING CONSENT OF ARTHUR ANDERSEN LLP

Our consolidated financial statements as of and for the year ended December 31, 2001 incorporated by reference into this registration statement have been audited by Arthur Andersen LLP. Arthur Andersen LLP has not reissued its report with respect to those consolidated financial statements and we have not been able to obtain, after reasonable efforts, Arthur Andersen LLP’s written consent to the incorporation in this registration statement of said report. Under these circumstances, Rule 437a under the Securities Act permits us to file this registration statement without a written consent from Arthur Andersen LLP. Since Arthur Andersen LLP has not issued its consent to the incorporation of their report in this registration statement, you may not be able to recover against Arthur Andersen LLP under Section 11 of the Securities Act.