Edgar Filing: DANAHER CORP /DE/

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

ALLENDER PATRICK W

2. Issuer Name and Ticker or Trading Symbol
DANAHER CORP /DE/ [DHR]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
Executive VP

(Last)

(First)

(Middle)

2099 PENNSYLVANIA AVENUE, NW 12TH FLOOR

3. Date of Earliest Transaction (Month/Day/Year)
11/22/2005

(Street)

WASHINGTON, DC 20006

4. If Amendment, Date Original Filed(Month/Day/Year)
11/22/2005

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	11/22/2005		M		51,613 ⁽¹⁾ ⁽²⁾	A	$ 7.8125	51,613 ⁽¹⁾ ⁽²⁾	I	Family partnership ⁽³⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Employee stock option (right to buy)

$ 7.81

11/22/2005

60,000

⁽¹⁾⁽²⁾

12/04/2005

Common Stock

60,000

$ 0

Family partnership ⁽³⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
ALLENDER PATRICK W 2099 PENNSYLVANIA AVENUE NW 12TH FLOOR WASHINGTON, DC 20006			Executive VP

Signatures

/s/ James F. O'Reilly, Attorney-in-fact for Patrick W. Allender		05/18/2006
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	The reporting person received a grant of options to purchase 60,000 shares on December 5, 1995 and subsequently transferred the option to a family limited partnership in which he is the general partner. Twenty percent of the options granted became exercisable on each of the first five anniversaries of the grant date. He exercised the option on behalf of the family limited partnership by attesting to his ownership of 8,387 shares, a number sufficient to satisfy the exercise price under the company's option plan. (Continued to Footnote 2)
(2)	The net shares should have been treated as received by the family partnership Holly Leaf Ltd., rather than credited under the Danaher Executive Deferred Income Plan ("EDIP") as originally reported. The other shares on the original Form 4 denoted as held by family partnerships are held by family partnerships other than Holly Leaf Ltd. No shares were transferred to the EDIP upon exercise of the option by the family partnership, nor did the reporting person receive credit for notional shares under the EDIP.
(3)	The reporting person disclaims beneficial ownership of these shares.

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