S-8

As filed with the Securities and Exchange Commission on May 8, 2009

Registration No. 333- __________

UNITED STATES

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
(Address of Principal Executive Offices)	(Zip Code)

DANAHER CORPORATION & SUBSIDIARIES AMENDED AND RESTATED

EXECUTIVE DEFERRED INCENTIVE PROGRAM

(Full title of the plan)

Jonathan P. Graham

Senior Vice President and General Counsel

James F. O’Reilly

Associate General Counsel and Secretary

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

Washington, D.C. 20006-1813

(202) 828-0850

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	x	Accelerated filer	¨
Non-accelerated filer	¨  (Do not check if a smaller reporting company)	Smaller reporting company	¨

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
Deferred Compensation Obligations (1)	$150,000,000(2)	100%	$150,000,000(2)	$8,370

(1) The Deferred Compensation Obligations registered herein are unsecured obligations of the Registrant to pay deferred compensation in the future in accordance with the terms of the Danaher Corporation & Subsidiaries Amended and Restated Executive Deferred Incentive Program.

(2) Calculated pursuant to Rule 457(h) under the Securities Act of 1933, as amended, solely for the purpose of calculating the registration fee.

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 $150,000,000 of deferred compensation obligations for issuance pursuant to the Danaher Corporation & Subsidiaries Amended and Restated Executive Deferred Incentive Program. In accordance with General Instruction E to Form S-8, the contents of Registration Statement No. 333-105198, filed with Commission on May 13, 2003, as amended by Post-Effective Amendment No. 1 filed with the Commission on July 13, 2007, are incorporated herein by reference.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8. Exhibits.

Exhibit Number	Description of Exhibit
5.1	Opinion of counsel
23.1	Consent of Ernst & Young LLP, an independent registered public accounting firm
23.2	Consent of counsel (included in Exhibit 5.1)
24.1	Power of Attorney
99.1	Danaher Corporation & Subsidiaries Amended and Restated Executive Deferred Incentive Program (incorporated by reference to Exhibit 10.13 to Danaher’s Annual Report on Form 10-K for the year ended December 31, 2008)

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 May 8, 2009.

DANAHER CORPORATION
By:	/s/ Daniel L. Comas
Name:	Daniel L. Comas
Title:	Executive Vice President and Chief Financial Officer

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on May 8, 2009.

Signature	Title
*	President, Chief Executive Officer and Director
H. Lawrence Culp, Jr.	(Principal Executive Officer)
/s/ Daniel L. Comas	Executive Vice President and Chief Financial Officer
Daniel L. Comas	(Principal Financial Officer)
*	Vice President and Chief Accounting Officer
Robert S. Lutz	(Principal Accounting Officer)
*	Chairman of the Board
Steven M. Rales
*	Chairman of the Executive Committee
Mitchell P. Rales
*	Director
Walter G. Lohr, Jr.
*	Director
Donald J. Ehrlich
*	Director
Mortimer M. Caplin
*	Director
John T. Schwieters

*	Director
Alan G. Spoon
*	Director
Linda P. Hefner

* pursuant to power of attorney

By:	/s/ James F. O’Reilly
	James F. O’Reilly
	Attorney-in-Fact

EXHIBIT INDEX

Exhibit Number	Description of Exhibit
5.1	Opinion of counsel
23.1	Consent of Ernst & Young LLP, an independent registered public accounting firm
23.2	Consent of counsel (included in Exhibit 5.1)
24.1	Power of Attorney
99.1	Danaher Corporation & Subsidiaries Amended and Restated Executive Deferred Incentive Program (incorporated by reference to Exhibit 10.13 to Danaher’s Annual Report on Form 10-K for the year ended December 31, 2008)

EX-5.1

Exhibit 5.1

Danaher Corporation

2099 Pennsylvania Avenue, NW, 12^th Floor

Washington, DC 20007

May 8, 2009

Danaher Corporation

2099 Pennsylvania Avenue, NW, 12^th Floor

Washington, DC 20006

Re: Danaher Corporation & Subsidiaries Amended and Restated Executive Deferred Incentive Program

Ladies and Gentlemen:

I have examined the Registration Statement on Form S-8 (the “Registration Statement”) of Danaher Corporation, a Delaware corporation (the “Company”), to be filed with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), in connection with the registration of an additional $150,000,000 of deferred compensation obligations (the “deferred compensation obligations”) that may be issued pursuant to the Danaher Corporation and Subsidiaries Amended and Restated Executive Deferred Incentive Program (the “Plan”).

I have examined the originals, or photostatic or certified copies, of such records of the Company and such other documents as I have deemed relevant and necessary for purposes of rendering the opinions set forth below. In my examination, I have assumed the genuineness of all signatures, the authenticity of all documents submitted to me as originals, the conformity to original documents of all documents submitted to me as copies, the authenticity of the originals of such latter documents and the legal competence of all signatories to such documents. I have also assumed that there are no agreements or understandings between or among the Company and any participants in the Plan that would expand, modify or otherwise affect the terms of the Plan or the respective rights or obligations of the participants thereunder. Finally, I have assumed the accuracy of all information provided to me by the Company during the course of my investigation, on which I have relied in issuing the opinion expressed below.

My opinion below is qualified to the extent that it may be subject to or affected by (i) applicable bankruptcy, insolvency, reorganization, moratorium, usury, fraudulent conveyance or similar laws relating to or affecting the rights or remedies of creditors generally, (ii) statutory or decisional law concerning recourse by creditors to security in the absence of notice or hearing, (iii) duties and standards imposed on creditors and parties to contracts, including, without limitation, requirements of materiality, good faith, reasonableness and fair dealing, and (iv) general equitable principles. Furthermore, I express no opinion as to the availability of any equitable or specific remedy upon any breach of the Plan, or to the successful assertion of any equitable defenses, inasmuch as the availability of such remedies or the success of any equitable defenses may be subject to the discretion of a court. I express no opinion herein as to the laws of any state or jurisdiction other than the state laws of the General Corporation Law of the State of Delaware (including the statutory provisions and all applicable provisions of the Delaware Constitution and reported judicial decisions interpreting these laws) and the federal laws of the United States of America. I also express no opinion herein with respect to compliance by the Company with securities or “blue sky” laws of any state or other jurisdiction of the United States or of any foreign jurisdiction. In addition, I express no opinion and make no statement herein with respect to the antifraud laws of any jurisdiction.

Based upon the foregoing examination and in reliance thereon, and subject to the qualifications, assumptions and limitations stated herein and in reliance on the statements of fact contained in the documents that I have examined, I am of the opinion that the deferred compensation obligations have been or will be legally issued and will constitute valid and binding obligations of the Company, enforceable in accordance with their terms.

This opinion has been prepared for your use solely in connection with the filing of the Registration Statement on or about May 8, 2009 and may not be relied upon for any other purpose without my prior written consent. This opinion is based upon currently existing statutes, rules, regulations and judicial decisions, and I disclaim any obligation to advise you of any change in any of these sources of law or subsequent legal or factual developments which might affect any matters or opinions set forth herein.

I hereby consent to the filing of this opinion with the Commission as an exhibit to the Registration Statement in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act and to the use of my name therein and in the related prospectus. In giving such consent, I do not hereby admit that I am in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission.

Very truly yours,

/s/ James F. O’Reilly

James F. O’Reilly

Associate General Counsel and Secretary

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in this Registration Statement (Form S-8) pertaining to the Danaher Corporation & Subsidiaries Amended and Restated Executive Deferred Incentive Program of our reports dated February 23, 2009, with respect to the consolidated financial statements and schedule of Danaher Corporation and subsidiaries included in its Annual Report (Form 10-K) for the year ended December 31, 2008, and the effectiveness of internal control over financial reporting of Danaher Corporation filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

McLean, Virginia

May 6, 2009

EX-24.1

Exhibit 24.1

POWER OF ATTORNEY

FOR FORM S-8

Each of the undersigned directors and officers of Danaher Corporation, a Delaware corporation, hereby constitutes and designates each of Jonathan P. Graham and James F. O’Reilly, with the power of substitution, the true and lawful attorney-in-fact of the undersigned to sign for him or her in his or her name, place and stead, in any and all capacities, any registration statement on Form S-8 of Danaher Corporation relating to the Danaher Corporation & Subsidiaries Amended and Restated Executive Deferred Incentive Program and/or amendments (including post-effective amendments) and/or supplements to such Form S-8 and generally to take all actions in his or her name and behalf in his capacity as a director or officer, as applicable, to enable Danaher Corporation to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission with respect to such filings, hereby ratifying and confirming his or her signature as it may be signed by said attorneys-in-fact to such Form S-8 and any and all amendments (including post-effective amendments) and/or supplements thereto.

Dated this 5^th day of May 2009.

/s/ H. Lawrence Culp, Jr.

H. Lawrence Culp, Jr.

/s/ Mortimer M. Caplin

Mortimer M. Caplin

/s/ Donald J. Ehrlich

Donald J. Ehrlich

/s/ Mitchell P. Rales

Mitchell P. Rales

/s/ Steven M. Rales

Steven M. Rales

/s/ Linda P. Hefner

Linda P. Hefner

/s/ Walter G. Lohr, Jr.

Walter G. Lohr, Jr.

/s/ Alan G. Spoon

Alan G. Spoon

/s/ John T. Schwieters

John T. Schwieters

/s/ Robert S. Lutz

Robert S. Lutz