Edgar Filing: DANAHER CORP /DE/

PROSPECTUS SUPPLEMENT
(To Prospectus dated March 5, 2002)

[LOGO] DANAHER CORPORATION

6,000,000 Shares
Common Stock
We are selling 6,000,000 shares of our common stock. Our common stock is
traded on the New York Stock Exchange under the symbol "DHR". On March 6, 2002,
the last sale price of our common stock as reported on the New York Stock
Exchange was $70.42 per share.

Neither the Securities and Exchange Commission nor any state securities
regulator has approved or disapproved of these securities or determined if this
prospectus supplement is truthful or complete. Any representation to the
contrary is a criminal offense.

-------------

Per Share Total
--------- ------------

Public Offering Price $70.000 $420,000,000
Underwriting Discount $ 2.275 $ 13,650,000
Proceeds, before expenses, to Danaher $67.725 $406,350,000

The underwriters may also purchase up to an additional 900,000 shares of
common stock from us at the public offering price, less the underwriting
discount, within 30 days from the date of this prospectus supplement to cover
over-allotments.

Lehman Brothers and Salomon Smith Barney, on behalf of the underwriters,
expect to deliver the shares to purchasers on or about March 12, 2002.

-------------

Joint Book-Running Managers

Lehman Brothers Salomon Smith Barney

-------------

Banc of America Securities LLC

Bear, Stearns & Co. Inc.

JPMorgan

The date of this prospectus supplement is March 6, 2002.

TABLE OF CONTENTS

PROSPECTUS SUPPLEMENT

Page
----

ABOUT THIS PROSPECTUS SUPPLEMENT......... S-1
FORWARD LOOKING INFORMATION.............. S-1
SUMMARY.................................. S-2
USE OF PROCEEDS.......................... S-5
PRICE RANGE OF COMMON STOCK AND DIVIDENDS S-5
CAPITALIZATION OF DANAHER................ S-6
UNDERWRITING............................. S-7
LEGAL MATTERS............................ S-8
EXPERTS.................................. S-9

PROSPECTUS

Page
----

ABOUT THIS PROSPECTUS........................................... 1
FORWARD LOOKING INFORMATION..................................... 1
WHERE YOU CAN FIND MORE INFORMATION............................. 2
DANAHER CORPORATION............................................. 3
USE OF PROCEEDS................................................. 4
RATIO OF EARNINGS TO FIXED CHARGES.............................. 5
DESCRIPTION OF DEBT SECURITIES.................................. 5
DESCRIPTION OF CAPITAL STOCK.................................... 20
DESCRIPTION OF WARRANTS......................................... 22
DESCRIPTION OF DEPOSITARY SHARES................................ 24
DESCRIPTION OF STOCK PURCHASE CONTRACTS AND STOCK PURCHASE UNITS 25
PLAN OF DISTRIBUTION............................................ 26
LEGAL MATTERS................................................... 28
EXPERTS......................................................... 28

ABOUT THIS PROSPECTUS SUPPLEMENT

This document is in two parts. The first is this prospectus supplement,
which describes the specific terms of the securities we are offering and
certain other matters relating to us and our financial condition. The second
part, the accompanying prospectus, gives more general information about
securities we may offer from time to time, some of which may not apply to the
securities we are offering. Generally, when we refer to this "prospectus," we
are referring to both documents combined.

You should read this prospectus supplement along with the accompanying
prospectus. You should also read and consider the information in the documents
to which we have referred you in "Where You Can Find More Information" on page
2 of the accompanying prospectus. You should rely only on the information
contained or incorporated by reference in this prospectus supplement and the
prospectus to which it relates or to which we have referred you. We have not
authorized anyone to provide you with different information. We are not making
offers to sell the securities in any jurisdiction in which an offer or
solicitation is not authorized or in which the person making such offer or
solicitation is not qualified to do so or to anyone to whom it is unlawful to
make an offer or solicitation. You should not assume that the information
contained or incorporated by reference in this prospectus supplement or the
accompanying prospectus is accurate as of any date after the date on the front
cover of these documents. Our business, financial condition, results of
operations and prospects may have changed since those dates.

If information in this prospectus supplement is inconsistent with the
accompanying prospectus, you should rely on the information in this prospectus
supplement.

When used in this prospectus supplement, the terms "Company," "Danaher,"
"we," "our" and "us" refer to Danaher Corporation and its consolidated
subsidiaries, unless otherwise specified.

FORWARD LOOKING INFORMATION

This prospectus supplement and the documents incorporated by reference in
this prospectus supplement may include "forward looking statements" within the
meaning of Section 27A of the Securities Act and Section 21E of the Exchange
Act. All statements, other than statements of historical facts, that address
activities, events or developments that we intend, expect, project, believe or
anticipate will or may occur in the future are forward looking statements.
Those statements are characterized by terminology such as "believe,"
"anticipate," "should," "intend," "plan," "will," "expects," "estimates,"
"projects," "positioned," "strategy" and similar expressions. These statements
are based on assumptions and assessments made by our management in light of its
experience and its perception of historical trends, current conditions,
expected future developments and other factors it believes to be appropriate.
These forward looking statements are subject to a number of risks and
uncertainties, including but not limited to continuation of our longstanding
relationship with major customers, our ability to integrate acquired businesses
into our operations and realize planned synergies, the extent to which acquired
businesses are able to meet our expectations and operate profitably, changes in
regulations (particularly environmental regulations) which could affect demand
for products in the Process/Environmental Controls segment and unanticipated
developments that could occur with respect to contingencies such as
environmental matters and litigation. In addition, we are subject to risks and
uncertainties that affect the manufacturing sector generally including, but not
limited to, economic, competitive, governmental and technological factors
affecting our operations, markets, products, services and prices. Forward
looking statements are not guarantees of future performance, and actual
results, developments and business decisions may differ from those envisaged by
such forward looking statements. We disclaim any duty to update any forward
looking statements, all of which are expressly qualified by the foregoing.

S-1

SUMMARY

This summary highlights information contained elsewhere or incorporated by
reference in this prospectus supplement. This summary is not complete and does
not contain all of the information that you should consider before investing in
our common stock. You should carefully read the entire prospectus supplement,
the accompanying prospectus and the documents incorporated by reference.

Danaher Corporation

Danaher Corporation designs, manufactures and markets industrial and
consumer products with strong brand names, proprietary technology and major
market positions in two principal segments: Process/Environmental Controls and
Tools and Components. For the year ended December 31, 2001, the
Process/Environmental Controls and Tools and Components segments comprised
approximately 69% and 31% of net sales, respectively.

Our Process/Environmental Controls segment consists of Hach Company, the Dr.
Bruno Lange Group, McCrometer, Videojet, Fluke Corporation, Fluke Networks,
Gilbarco, Veeder-Root Company, the Danaher Industrial Controls Group, the
Danaher Motion Control Group (including the General Purpose Systems Division,
the Motion Components Division and the Special Purpose Systems Division), the
controls business units of Joslyn Corporation and Pacific Scientific, M&M
Precision Systems, Danaher Power Solutions, QualiTROL Corporation, Gems
Sensors, Kollmorgen Artus, and Kollmorgen Electro-Optical. These companies
produce and sell compact, professional electronic test tools; product
identification equipment and consumables; retail petroleum automation products;
underground storage tank leak detection systems; motion, position, speed,
temperature and level instruments and sensing devices; power switches and
controls; communication line products; power protection products; liquid flow
and quality measuring devices; quality assurance products and systems; safety
devices; and electronic and mechanical counting and controlling devices. Our
sales personnel and independent representatives distribute these products to
original equipment manufacturers, distributors and other end-users.

Our Tools and Components segment consists of the Danaher Hand Tool Group,
including Special Markets, Professional Tool Division and Asian Tool Division,
Matco Tools, Jacobs Chuck Manufacturing Company, Delta Consolidated Industries,
Jacobs Vehicle Systems Company, Hennessy Industries and the hardware and
electrical apparatus lines of Joslyn Manufacturing Company. This segment is one
of the largest worldwide producers and distributors of general purpose
mechanics' hand tools and automotive specialty tools. These companies also
manufacture tool boxes and storage devices, diesel engine retarders, wheel
service equipment, drill chucks, custom designed headed tools and components,
hardware and components for the power generation and transmission industries,
high quality precision socket screws, fasteners, and high quality miniature
precision parts.

We manage our two principal business segments with a management philosophy
that we call the Danaher Business System. The Danaher Business System is based
on the following principles:

. continuous improvement, a concept embodied in the Japanese word Kaizen;

. management process based on Policy Deployment;

. total associate involvement;

. performance measured by customer satisfaction; and

. enhanced profitability.

S-2

personnel development and creativity. We measure our performance by customer
satisfaction, gauged by improvements in quality, on-time delivery, cost
position and service. Finally, the Danaher Business System focuses on enhancing
our profitability to allow for long term growth. We began employing the Danaher
Business System in 1988 and created an executive level function to train
associates of existing and acquired businesses in 1992.

Danaher Corporation was incorporated in the State of Delaware on October 3,
1986, and our principal executive offices are located at 2099 Pennsylvania
Avenue, N.W., 12th Floor, Washington, DC 20006-1813. Our telephone number is
(202) 828-0850.

Recent Developments

On February 25, 2002, we completed the divestiture of API Heat Transfer,
Inc. to an affiliate of Madison Capital Partners for approximately $66 million
(including $56 million in cash and a note receivable in the principal amount of
$10 million), less certain liabilities of API Heat Transfer, Inc. paid by
Danaher at closing. API Heat Transfer, Inc. was part of our acquisition of
American Precision Industries, Inc. and was recorded as an asset held for sale
as of the time of the acquisition.

On February 5, 2002, we closed the acquisition of Marconi Data Systems,
formerly known as Videojet, from Marconi plc for approximately $400 million in
cash. Videojet, with approximately $300 million in revenues, is a worldwide
leader in the market for product identification equipment and consumables.
Videojet is being included in our Process/Environmental Controls segment.

On February 4, 2002, we closed the acquisition of Viridor Instrumentation
Limited from the Pennon Group plc for approximately $149 million in cash.
Viridor, with $75 million in revenues, designs and manufactures analytical
instruments for clean water, wastewater, ultrapure water and other fluids and
materials. Viridor is being included in our Process/Environmental Controls
segment.

On February 1, 2002, we closed the acquisition of Marconi Commerce Systems,
formerly known as Gilbarco, from Marconi plc for approximately $318 million in
cash. Gilbarco, with approximately $500 million in revenues, is a global leader
in retail automation and environmental products and services. Gilbarco is being
included in our Process/Environmental Controls segment.

In a press release dated January 24, 2002, we announced our financial
results for the quarter and year ended December 31, 2001, which are set forth
in a report on Form 8-K filed with the SEC on March 6, 2002 and incorporated
into this prospectus supplement by reference. In addition, we have disclosed
information regarding the operating results for our two segments for the year
ended December 31, 2001, as follows. We had sales of $1.2 billion in our Tools
and Components segment in the year, and sales of $2.6 billion in our
Process/Environmental Controls segment. Our operating profit was $131.8 million
(or 11.3%) in the Tools and Components segment and $388.6 million (or 14.8%) in
the Process/Environmental Controls segment. Excluding the effect of a
restructuring charge that we recorded in the fourth quarter of the year, our
operating profit was $157.3 million (or 13.5%) in the Tools and Components
segment and $432.9 million (or 16.5%) in the Process/Environmental Controls
segment.

S-3

The Offering

Common stock offered by us....................... 6,000,000 shares
Common stock to be outstanding after the offering 149,528,824 shares
Use of proceeds.................................. The net proceeds of this offering will be used to
repay short-term borrowings incurred by Danaher
under certain uncommitted lines of credit and for
general corporate purposes, including potential
future acquisitions
New York Stock Exchange symbol................... DHR

The common stock outstanding after the offering excludes 9,907,195 shares
issuable upon exercise of outstanding options at a weighted average exercise
price of $38.43 per share, 6,997,000 shares of common stock reserved for
issuance under the Danaher Corporation 1998 Stock Option Plan, and 6,030,821
shares of common stock issuable upon conversion of our outstanding Liquid Yield
Option Notes due 2021.
A description of our common stock is in the accompanying prospectus under
the caption "Description of Capital Stock."

S-4

USE OF PROCEEDS

We estimate that the net proceeds from this offering will be approximately
$405,850,000, after deducting the underwriting discount and certain offering
expenses (approximately $466,800,000 if the over-allotment option is exercised
in full). We intend to use the net proceeds (1) to repay up to $230,000,000 of
borrowings incurred by Danaher under uncommitted lines of credit and (2) for
general corporate purposes, including future acquisitions. These uncommitted
lines of credit are due upon demand of the lender and bear interest at floating
rates based on the opening Federal Funds Rate. The average interest rate for
these borrowings at March 1, 2002 was approximately 2.1% per annum. The
proceeds from these borrowings were used to finance three acquisitions
consummated by Danaher in February 2002. Pending the application of the net
proceeds from this offering, we expect to invest the net proceeds in
short-term, interest-bearing securities.

PRICE RANGE OF COMMON STOCK AND DIVIDENDS

Danaher's common stock is listed and traded on the New York Stock Exchange
("NYSE"). The following table sets forth the high and low sales prices per
share of common stock on the NYSE, as reported by Bloomberg Financial Markets,
and the dividends paid on such shares, for the quarterly periods presented
below.

Danaher
Common Stock Dividend
------------- Per
High Low Share
------ ------ --------

Fiscal 2000:
First Quarter........................ $51.25 $36.44 $0.015
Second Quarter....................... 58.94 46.81 0.015
Third Quarter........................ 56.75 45.19 0.02
Fourth Quarter....................... 69.81 49.00 0.02
Fiscal 2001:
First Quarter........................ $68.69 $52.21 $ 0.02
Second Quarter....................... 65.49 51.51 0.02
Third Quarter........................ 59.20 43.90 0.02
Fourth Quarter....................... 64.10 45.57 0.02
Fiscal 2002:
First Quarter (through March 6, 2002) $72.45 $58.51 $ 0.02

On March 6, 2002, the last sale price of our common stock as reported on the
NYSE was $70.42 per share. As of March 4, 2002, there were approximately 2,991
holders of record of our common stock.

The payment of dividends by Danaher in the future will be determined by
Danaher's board of directors and will depend on business conditions, Danaher's
financial earnings and other factors.

S-5

CAPITALIZATION OF DANAHER

The following table sets forth the consolidated capitalization of Danaher at
December 31, 2001:

(1)on an actual basis;

(2)on a pro forma basis to reflect the incurrence of indebtedness in
connection with the acquisitions of Gilbarco, Videojet and Viridor in
February 2002;

(3)on a pro forma basis to reflect the items described in (2) above and as
adjusted to reflect the issuance of 6,000,000 shares of common stock in
this offering and the application of the net proceeds from their sale as
described in "Use of Proceeds."

Since December 31, 2001, there has been no material change in the
consolidated capitalization of Danaher, except for the additional debt incurred
as part of the acquisitions of Gilbarco, Videojet and Viridor in February 2002.

As of December 31, 2001
(in millions) (unaudited)
-----------------------------
Pro Pro Forma
Actual Forma As Adjusted
-------- -------- -----------

Short-term debt (1)....................................................... $ 72.4 $ 316.7 $ 86.7
Long-term debt:
Zero coupon Liquid Yield Option Notes due 2021........................... 529.1 529.1 529.1
6.25% Notes due 2005..................................................... 266.9 266.9 266.9
6.00% Notes due 2008..................................................... 250.0 250.0 250.0
Other.................................................................... 73.3 101.3 101.3
-------- -------- --------
Total long-term debt............................................... 1,119.3 1,147.3 1,147.3
-------- -------- --------
Stockholders' equity:
Preferred Stock, no par value, 15,000,000 shares authorized; no shares
issued actual, pro forma and pro forma as adjusted................... -- -- --
Common Stock, par value $0.01 per share, 300,000,000 shares
authorized; 157,327,294 shares issued actual and pro forma,
163,327,294 shares issued pro forma as adjusted; 143,314,282
shares outstanding actual and pro forma, 149,314,282 shares
outstanding pro forma as adjusted (2)................................ 1.6 1.6 1.6
Paid-in Capital........................................................ 305.5 305.5 711.4
Retained Earnings...................................................... 1,921.5 1,921.5 1,921.5
-------- -------- --------
Total stockholders' equity......................................... 2,228.6 2,228.6 2,634.5
-------- -------- --------
Total capitalization...................................................... $3,420.3 $3,692.6 $3,868.5
======== ======== ========

--------
(1)See "Use of Proceeds" for a description of debt to be repaid from the net
proceeds of the offering.
(2)Does not include, as of December 31, 2001, 10,023,370 shares issuable upon
exercise of outstanding options at a weighted average exercise price of
$38.28 per share, 7,113,000 shares of common stock reserved for issuance
under the Danaher Corporation 1998 Stock Option Plan, and 6,030,821 shares
of common stock issuable upon conversion of our outstanding Liquid Yield
Option Notes due 2021.

S-6

UNDERWRITING

Lehman Brothers Inc. and Salomon Smith Barney Inc. are acting as joint
book-running managers of the offering. Subject to the terms and conditions
stated in the underwriting agreement dated the date of this prospectus
supplement, each of the underwriters named in the table below has severally
agreed to purchase from us, and we have agreed to sell to that underwriter, the
respective number of shares of our common stock shown opposite its name below.

Number of
Underwriter Shares
----------- ---------

Lehman Brothers Inc.............. 2,010,000
Salomon Smith Barney Inc......... 2,010,000
Banc of America Securities LLC... 660,000
Bear, Stearns & Co. Inc.......... 660,000
J.P. Morgan Securities Inc....... 660,000
---------
Total......................... 6,000,000
=========

The underwriting agreement provides that the obligations of the several
underwriters to purchase the shares included in this offering are subject to
approval of legal matters by counsel and to other conditions. The underwriters
are obligated to purchase all of the shares if they purchase any of the shares.

The underwriters, for whom Lehman Brothers Inc. and Salomon Smith Barney
Inc. are acting as joint book-running managers, propose to offer some of the
shares directly to the public at the public offering price set forth on the
cover page of this prospectus supplement and some of the shares to dealers at
the public offering price less a concession not to exceed $1.365 per share. The
underwriters may allow, and dealers may reallow, a concession not to exceed
$0.10 per share on sales to other dealers. If all of the shares are not sold at
the initial offering price, the joint book-running managers may change the
public offering price and the other selling terms.

We have granted to the underwriters an option, exercisable for 30 days from
the date of this prospectus supplement, to purchase up to an additional 900,000
shares of common stock at the public offering price less the underwriting
discount. The underwriters may exercise the option solely for the purpose of
covering over-allotments, if any, in connection with this offering. To the
extent the option is exercised, each underwriter must purchase a number of
additional shares approximately proportionate to that underwriter's initial
purchase commitment.

We have applied to have the shares issued in the offering listed on the NYSE.

We and certain officers and significant shareholders of the Company have
agreed that, for a period of 90 days from the date of this prospectus
supplement, we and they will not, without the prior written consent of Lehman
Brothers Inc. and Salomon Smith Barney Inc., dispose of or hedge any shares of
our common stock or any securities convertible into or exchangeable for our
common stock. Lehman Brothers Inc. and Salomon Smith Barney Inc. in their sole
discretion may release any of the securities subject to these lock-up
agreements at any time without notice.

The following table shows the underwriting discounts and commissions that we
are to pay to the underwriters in connection with this offering.

No Exercise Full Exercise
- ----------- -------------

Per share $ 2.275 $ 2.275
Total. $13,650,000 $15,697,500

In connection with the offering, Lehman Brothers Inc. and Salomon Smith
Barney Inc. on behalf of the underwriters may purchase and sell the shares in
the open market. These transactions may include short sales, syndicate covering
transactions, stabilizing transactions and penalty bids.

. Short sales involve syndicate sales of shares in excess of the number of
shares to be purchased by the underwriters in the offering, which
creates a syndicate short position.

S-7

. Syndicate covering transactions involve purchases of the shares in the
open market after the distribution has been completed in order to cover
syndicate short positions. A short position is more likely to be created
if the underwriters are concerned that there may be downward pressure on
the price of the shares in the open market after pricing that could
adversely affect investors who purchase in the offering.

. Stabilizing transactions consist of bids for or purchases of shares in
the open market while the offering is in progress.

. Penalty bids permit the underwriters to reclaim a selling concession
from a syndicate member when Lehman Brothers Inc. or Salomon Smith
Barney Inc. repurchases shares originally sold by that syndicate member
in order to cover syndicate short positions or make stabilizing
purchases.

Any of these activities may have the effect of preventing or retarding a
decline on the market price of the shares. They may also cause the price of the
shares to be higher than the price that would otherwise exist in the open
market in the absence of these transactions. The underwriters may conduct these
transactions on the New York Stock Exchange or in the over-the-counter market,
or otherwise. If the underwriters commence any of these transactions, they may
discontinue any of them at any time.

We estimate that our portion of the total expenses of this offering will be
approximately $500,000. Certain of the underwriters have performed investment
banking and advisory services for us from time to time for which they have
received customary fees and expenses. The underwriters may, from time to time,
engage in transactions with and perform services for us in the ordinary course
of their business.

A prospectus supplement and accompanying prospectus in electronic format may
be made available on the Internet sites or through other online services
maintained by one or more of the underwriters and/or selling group members
participating in this offering, or by their affiliates. In those cases,
prospective investors may view offering terms online and, depending upon the
particular underwriter or selling group member, prospective investors may be
allowed to place orders online. The underwriters may agree with us to allocate
a specific number of shares for sale to online brokerage account holders. Any
such allocation for online distributions will be made by the joint book-running
managers on the same basis as other allocations. Other than the prospectus and
prospectus supplement in electronic format, the information on any
underwriter's or selling group member's web site and any information contained
in any other web site maintained by an underwriter or selling group member is
not part of the prospectus, prospectus supplement or the registration statement
of which this prospectus supplement forms a part, has not been approved and/or
endorsed by us or any underwriter or selling group member in its capacity as
underwriter or selling group member and should not be relied upon by investors.

Purchasers of the shares of our common stock offered by this prospectus
supplement may be required to pay stamp taxes and other charges under the laws
and practices of the country of purchase, in addition to the offering price
listed on the cover page of this prospectus supplement.

We have agreed to indemnify the underwriters against certain liabilities,
including liabilities under the Securities Act of 1933, or to contribute to
payments the underwriters may be required to make because of any of those
liabilities.

This prospectus supplement and accompanying prospectus are not, and under no
circumstances are to be construed as, an advertisement or a public offering of
shares in Canada or any province or territory thereof. Any offer or sale of
shares in Canada will be made only under an exemption from the requirements to
file a prospectus supplement or prospectus and an exemption from the dealer
registration requirement in the relevant province or territory of Canada in
which such offer or sale is made.

LEGAL MATTERS

The validity of the common stock offered hereby will be passed on for us by
Wilmer, Cutler & Pickering, Washington, D.C. Certain legal matters in
connection with the offering will be passed upon for the underwriters by
Shearman & Sterling, New York, New York.

S-8

EXPERTS

The consolidated financial statements of Danaher Corporation as of December
31, 2000 and 1999, and for each of the years in the three-year period ended
December 31, 2000, included in Danaher's Annual Report on Form 10-K filed on
March 27, 2001 and incorporated by reference in this prospectus supplement,
have been audited by Arthur Andersen LLP, independent public accountants, as
indicated in their reports with respect thereto, and are included herein in
reliance upon the authority of said firm as experts in giving said reports.

S-9

PROSPECTUS

$1,000,000,000

Danaher Corporation

Debt Securities
Preferred Stock
Common Stock
Warrants
Depositary Shares
Stock Purchase Contracts
Stock Purchase Units

We will provide the specific terms of the securities in one or more
supplements to this prospectus. You should read this prospectus and the related
prospectus supplement carefully before you invest in our securities. This
prospectus may not be used to offer and sell our securities unless accompanied
by a prospectus supplement describing the method and terms of the offering of
those offered securities.

Our common stock is listed on the New York Stock Exchange under the symbol
"DHR".

Neither the Securities and Exchange Commission nor any state securities
regulator has approved or disapproved of these securities, or determined if
this prospectus is truthful or complete. Any representation to the contrary is
a criminal offense.

-------------

The date of this prospectus is March 5, 2002.

TABLE OF CONTENTS

Page
----
ABOUT THIS PROSPECTUS........................................... 1
FORWARD LOOKING INFORMATION..................................... 1
WHERE YOU CAN FIND MORE INFORMATION............................. 2
DANAHER CORPORATION............................................. 3
USE OF PROCEEDS................................................. 4
RATIO OF EARNINGS TO FIXED CHARGES.............................. 5
DESCRIPTION OF DEBT SECURITIES.................................. 5
DESCRIPTION OF CAPITAL STOCK.................................... 20
DESCRIPTION OF WARRANTS......................................... 22
DESCRIPTION OF DEPOSITARY SHARES................................ 24
DESCRIPTION OF STOCK PURCHASE CONTRACTS AND STOCK PURCHASE UNITS 25
PLAN OF DISTRIBUTION............................................ 26
LEGAL MATTERS................................................... 28
EXPERTS......................................................... 28

ABOUT THIS PROSPECTUS

This prospectus is part of a registration statement on Form S-3 that we
filed with the Securities and Exchange Commission using a shelf registration
process. Under this shelf process, we may sell any combination of the
securities described in this prospectus in one or more offerings up to a total
dollar amount of $1,000,000,000 or the equivalent denominated in foreign
currencies. This prospectus provides you with a general description of the
securities we may offer. Each time we sell securities, we will provide a
prospectus supplement that will contain specific information about the terms of
that offering. This prospectus does not contain all of the information included
in the registration statement. For a more complete understanding of the
offering of the securities, you should refer to the registration statement,
including its exhibits. The prospectus supplement may also add, update or
change information contained in this prospectus. The prospectus supplement may
also contain information about any material federal income tax considerations
relating to the securities covered by the prospectus supplements. You should
read both this prospectus and any prospectus supplement together with
additional information under the heading "Where You Can Find More Information."

You should rely only on the information contained or incorporated by
reference in this prospectus and any prospectus supplement. We have not
authorized anyone to provide you with different information. We are not making
offers to sell the securities in any jurisdiction in which an offer or
solicitation is not authorized or in which the person making such offer or
solicitation is not qualified to do so or to anyone to whom it is unlawful to
make an offer or solicitation.

The information in this prospectus is accurate as of the date on the front
cover. You should not assume that the information contained in this prospectus
is accurate as of any other date.

When used in this prospectus, the terms "Danaher," "we," "our" and "us"
refer to Danaher Corporation and its consolidated subsidiaries, unless
otherwise specified.

FORWARD LOOKING INFORMATION

This document and the documents incorporated by reference in this document
may include "forward looking statements" within the meaning of Section 27A of
the Securities Act and Section 21E of the Exchange Act. All statements, other
than statements of historical facts, that address activities, events or
developments that we intend, expect, project, believe or anticipate will or may
occur in the future are forward looking statements. Those statements are
characterized by terminology such as "believe," "anticipate," "should,"
"intend," "plan," "will," "expects," "estimates," "projects," "positioned,"
"strategy" and similar expressions. These statements are based on assumptions
and assessments made by our management in light of its experience and its
perception of historical trends, current conditions, expected future
developments and other factors it believes to be appropriate. These forward
looking statements are subject to a number of risks and uncertainties,
including but not limited to continuation of our longstanding relationship with
major customers, our ability to integrate acquired businesses into our
operations and realize planned synergies, the extent to which acquired
businesses are able to meet our expectations and operate profitably, changes in
regulations (particularly environmental regulations) which could affect demand
for products in the Process/Environmental Controls segment and unanticipated
developments that could occur with respect to contingencies such as
environmental matters and litigation. In addition, we are subject to risks and
uncertainties that affect the manufacturing sector generally including, but not
limited to, economic, competitive, governmental and technological factors
affecting our operations, markets, products, services and prices. Forward
looking statements are not guarantees of future performance, and actual
results, developments and business decisions may differ from those envisaged by
such forward looking statements. We disclaim any duty to update any forward
looking statements, all of which are expressly qualified by the foregoing.

WHERE YOU CAN FIND MORE INFORMATION

We file annual, quarterly and special reports, proxy statements and other
information with the SEC under the Securities Exchange Act of 1934. You may
read and copy all or any portion of this information at the SEC's principal
office in Washington, D.C., and copies of all or any part thereof may be
obtained from the Public Reference Section of the SEC, 450 Fifth Street, N.W.,
Washington, D.C. 20549, and at the SEC's regional offices located at 175 W.
Jackson Blvd., Suite 900, Chicago, Illinois 60604 and at 233 Broadway, New
York, New York 10279, after payment of fees prescribed by the SEC. Please call
the SEC at 1-800-SEC-0330 for further information about the public reference
rooms.

The SEC also maintains a web site that contains reports, proxy statements
and other information about issuers, like Danaher, who file electronically with
the SEC. The address of that site is www.sec.gov.

You can also inspect reports, proxy statements and other information about
Danaher at the offices of the New York Stock Exchange, 20 Broad Street, New
York, New York 10005.

This prospectus is part of the registration statement and does not contain
all of the information included in the registration statement. Whenever a
reference is made in this prospectus to any contract or other document of
Danaher, the reference may not be complete and you should refer to the exhibits
that are a part of the registration statement for a copy of the contract or
document.

The SEC allows us to "incorporate by reference" information into this
prospectus, which means that we can disclose important information to you by
referring you to another document filed separately with the SEC. The
information incorporated by reference is deemed to be part of this prospectus,
except for any information superseded by information contained directly in this
prospectus. This prospectus incorporates by reference the documents set forth
below that Danaher has previously filed with the SEC. These documents contain
important information about Danaher and its finances.

Danaher SEC Filings (File No. 1-08089) Period
-------------------------------------- ------

Quarterly Reports on Form 10-Q......................... Quarterly periods ended March 30, 2001,
June 29, 2001 and September 28, 2001
Current Reports on Form 8-K............................ Filed on January 22, 2001 and August 1,
2001
Annual Report on Form 10-K............................. Fiscal year ended December 31, 2000
The description of Danaher common stock................ Filed on November 3, 1986
as set forth in its Registration Statement on form 8-B,
including all amendments and reports filed for
the purpose of updating such description

All documents filed by us pursuant to Sections 13(a), 13(c), 14 or 15(d) of
the Securities Exchange Act of 1934 after the date of this prospectus and
before the termination of the offering shall also be deemed to be incorporated
herein by reference. Any statement contained in any document incorporated or
deemed to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this prospectus to the extent that a statement
contained in this prospectus or in any other subsequently filed document which
also is or is deemed to be incorporated by reference in this prospectus
modifies or supersedes such statement. Any statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
of this prospectus.

To obtain a copy of these filings at no cost, you may write or telephone us
at the following address:

Danaher Corporation
2099 Pennsylvania Avenue, N.W., 12th Floor
Washington, D.C. 20006-1813
Attention: Investor Relations
(202) 828-0850

Exhibits to the filings will not be sent, however, unless those exhibits
have specifically been incorporated by reference into such document.

DANAHER CORPORATION

We manage our two principal business segments with a management philosophy
that we call the Danaher Business System. The Danaher Business System is based
on the following principles:

. continuous improvement, a concept embodied in the Japanese word Kaizen;

. management process based on Policy Deployment;

. total associate involvement;

. performance measured by customer satisfaction; and

. enhanced profitability.

The Danaher Business System approach uses customer satisfaction as a
guideline for continuous improvements in quality, delivery, cost and growth
within our businesses. We use the Policy Deployment management process to
develop one-year operating plans that reflect our long-term strategic
objectives and link major strategic objectives with specific support plans
throughout the organization. The Danaher Business System's focus on associate
involvement includes fostering a team working environment and encouraging
personnel development and creativity. We measure our performance by customer
satisfaction, gauged by improvements in quality, on-time delivery, cost
position and service. Finally, the Danaher Business System focuses on enhancing
our profitability to allow for long term growth. We began employing the Danaher
Business System in 1988 and created an executive level function to train
associates of existing and acquired businesses in 1992.

For additional information concerning Danaher, please see our Form 10-K and
our other filings with the SEC, which are incorporated by reference into this
document. See "Where You Can Find More Information."

USE OF PROCEEDS

Unless we inform you otherwise in the prospectus supplement, we expect to
use the net proceeds from the sale of securities for general corporate
purposes. These purposes may include, but are not limited to:

. reduction or refinancing of debt or other corporate obligations;

. acquisitions;

. capital expenditures; and

. working capital.

Pending any specific application, we may initially invest funds in short-
term marketable securities or apply them to the reduction of short-term
indebtedness.

RATIO OF EARNINGS TO FIXED CHARGES

Our ratio of earnings to fixed charges for each of the periods indicated is
as follows:

Nine Months Ended Year Ended December 31,
--------------------------- ------------------------
September 28, September 29,
2001 2000 2000 1999 1998 1997 1996
------------- ------------- ---- ---- ---- ---- ----
5.2 4.9 5.0x 5.2x 3.3x 5.0x 6.4x

These ratios include Danaher Corporation and its consolidated subsidiaries.
The ratio of earnings to fixed charges was computed by dividing earnings by
fixed charges for the periods indicated. For these ratios, earnings consist of
net income and fixed charges consist of interest and rent expenses.

DESCRIPTION OF DEBT SECURITIES

This section describes the general terms and provisions of the debt
securities that we may issue separately, upon exercise of a debt warrant, in
connection with a stock purchase contract or as part of a stock purchase unit
from time to time in the form of one or more series of debt securities. The
applicable prospectus supplement will describe the specific terms of the debt
securities offered through that prospectus supplement as well as any general
terms described in this section that will not apply to those debt securities.
As used in this prospectus, "debt securities" means the senior and subordinated
debentures, notes, bonds and other evidences of indebtedness that we issue and
a trustee authenticates and delivers under the applicable indenture. As used in
this "Description of Debt Securities," the terms "Danaher," "we," "our" and
"us" refer to Danaher Corporation and do not, unless the context otherwise
indicates, include our subsidiaries.

Our unsecured senior debt securities will be issued under an indenture to be
entered into by us and a trustee. The unsecured subordinated debt securities
will be issued under a separate indenture to be entered into by us and the same
or another trustee. A form of the senior debt indenture is filed as an exhibit
to the registration statement of which this prospectus is a part and is
incorporated by reference into this prospectus. A form of the subordinated debt
indenture is filed as an exhibit to the registration statement of which this
prospectus is a part and is incorporated by reference into this prospectus. The
following summaries of certain provisions of the indentures and the debt
securities are not complete and the summaries are subject to the detailed
provisions of the applicable indenture. You should refer to the applicable
indenture for more specific information. In addition, you should consult the
applicable prospectus supplement for particular terms of our debt securities.
We refer to the "senior indenture" and the "subordinated indenture" as the
"indenture".

The indentures will not limit the aggregate principal amount of debt
securities that we may issue, and will permit us to issue securities from time
to time in one or more series. The general provisions of the indentures do not
contain any provisions that would limit our ability to incur indebtedness or
that would afford holders of debt securities protection in the event of a
highly leveraged or similar transaction involving us. However, the senior
indenture does restrict us and our subsidiaries from granting certain security
interests on certain of our or their property or assets unless the senior debt
securities are equally secured. See "--Covenants in the Senior Indenture" below.

The debt securities will be unsecured obligations of Danaher. We currently
conduct substantially all of our operations through subsidiaries, and the
holders of debt securities (whether senior or subordinated debt securities)
will be effectively subordinated to the creditors of our subsidiaries. This
means that creditors of our subsidiaries will have a claim to the assets of our
subsidiaries that is superior to the claim of our creditors, including holders
of our debt securities.

The applicable prospectus supplement will describe the following terms of
any series of debt securities that we may offer:

. the title and type of the debt securities;

. whether the debt securities will be senior or subordinated debt
securities, and, with respect to debt securities issued under the
subordinated debt indenture, as applicable, that the subordination
provisions of the indenture shall apply to the securities of that series
or that any different subordination provisions, including different
definitions of the terms "senior indebtedness" or "existing subordinated
indebtedness," shall apply to securities of that series;

. any limit on the aggregate principal amount of the debt securities;

. the person who will receive interest payments on any debt securities if
other than the registered holder;

. the price or prices at which we will sell the debt securities;

. the maturity date or dates of the debt securities;

. the rate or rates, which may be fixed or variable, per annum at which
the debt securities will bear interest and the date from which such
interest will accrue;

. the dates on which interest will be payable and the related record dates;

. whether any index, formula or other method will determine payments of
principal, premium or interest and the manner of determining the amount
of such payments;

. the place or places of payments on the debt securities;

. whether the debt securities are redeemable;

. any redemption dates, prices, obligations and restrictions on the debt
securities;

. any mandatory or optional sinking fund or purchase fund or analogous
provisions;

. the denominations of the debt securities if other than $1,000 or
multiples of $1,000;

. the currency of principal and interest payments if other than U.S.
dollars, and the manner of determining the equivalent thereof in U.S.
dollars for any purpose under the indenture;

. if the principal of or any premium or interest on any debt securities of
any series is payable, at our election or the election of the holder, in
one or more currencies other than that in which such debt securities are
stated to be payable, the currency or currencies in which such
principal, premium or interest shall be payable and other terms and
conditions regarding such payment;

. the amount that we will pay the holder if the maturity of the debt
securities is accelerated, if other than their principal amount;

. the amount that will be deemed to be the principal amount of the debt
securities as of a particular date before maturity if the principal
amount payable at the stated maturity date will not be able to be
determined on that date;

. the applicability of the legal defeasance and covenant defeasance
provisions in the applicable indenture;

. if the debt securities will be issued only in the form of one or more
book-entry securities, the name of the depositary or its nominee and the
circumstances under which the book-entry security may be transferred or
exchanged to someone other than the depositary or its nominee;

. any provisions granting special rights if certain events happen;

. any deletions from, changes in or additions to the events of default or
the covenants specified in the indenture, or to the right of the trustee
or the requisite holders of such securities to declare the principal
amount of such securities due and payable;

. any trustees, authenticating or paying agents, transfer agents,
registrars or other agents for the debt securities;

. any conversion or exchange features of the debt securities;

. whether we will issue the debt securities as original issue discount
securities for federal income tax purposes;

. any special tax implications of the debt securities;

. the terms of payment upon acceleration; and

. any other material terms of the debt securities not inconsistent with
the provisions of the indenture.

Debt securities may bear interest at fixed or floating rates. We may issue
our debt securities at an original issue discount, bearing no interest or
bearing interest at a rate that, at the time of issuance, is below market rate,
to be sold at a substantial discount below their stated principal amount.
Generally speaking, if our debt securities are issued at an original issue
discount and there is an event of default or acceleration of their maturity,
holders will receive an amount less than their principal amount. Tax and other
special considerations applicable to any series of debt securities, including
original issue discount debt, will be described in the prospectus supplement in
which we offer those debt securities.

We will have the ability under the indenture to reopen a previously issued
series of debt securities and issue additional debt securities of that series
or establish additional terms of the series. We are also permitted to issue
debt securities with the same terms as previously issued debt securities.

We will comply with Section 14(e) under the Exchange Act and any other
tender offer rules under the Exchange Act that may then apply to any obligation
we may have to purchase debt securities at the option of the holders. Any such
obligation applicable to a series of debt securities will be described in the
related prospectus supplement.

Payment and Paying Agents

Unless the applicable prospectus supplement indicates otherwise, payment of
interest on a debt security (other than a bearer debt security) on any interest
payment date will be made to the person in whose name such debt security is
registered at the close of business on the regular record date for such
interest payment.

Generally, we will pay the principal of, premium, if any, and interest on
our registered debt securities either at the office of the paying agent
designated by us in the applicable prospectus supplement or, if we elect, we
may pay interest by mailing a check to your address as it appears on our
register or by wire transfer to an account maintained by the person entitled
thereto as specified in the securities register. We may at any time designate
additional paying agents or rescind the designation of any paying agent or
approve a change in the office through which any paying agent acts, except that
we will be required to maintain a paying agent in each place of payment for the
debt securities of a particular series.

All moneys paid by us to a paying agent or the trustee, or held, for the
payment of the principal of or any premium or interest on any debt security
which remain unclaimed at the end of two years after such principal, premium or
interest has become due and payable will be repaid to us, or discharged from
trust, and the holder of such debt security shall thereafter, as an unsecured
general creditor, look only to us for payment thereof.

Senior Debt Securities

Senior debt securities will be issued under the senior indenture. Payment of
the principal of, premium, if any, and interest on senior debt securities will
rank on a parity with all of our other unsecured and unsubordinated debt.

Subordinated Debt Securities

Subordinated debt securities will be issued under the subordinated
indenture. Subordinated debt securities of a particular series will be
subordinate in right of payment, to the extent and in the manner set forth in
the indenture and the prospectus supplement relating to those subordinated debt
securities, to the prior payment of all

of our indebtedness that is designated as senior indebtedness with respect to
that series. The definition of senior indebtedness will include, among other
things, senior debt securities and will be specifically set forth in that
prospectus supplement.

Upon any payment or distribution of our assets to creditors or upon our
total or partial liquidation or dissolution or in a bankruptcy, receivership,
or similar proceeding relating to us or our property, holders of senior
indebtedness will be entitled to receive payment in full of the senior
indebtedness before holders of subordinated debt securities will be entitled to
receive any payment with respect to the subordinated debt securities and, until
the senior indebtedness is paid in full, any distribution to which holders of
subordinated debt securities would otherwise be entitled (other than securities
of Danaher or any other corporation provided for by a plan of reorganization or
readjustment the payment of which is subordinate, at the least to the extent
provided pursuant to these subordination provisions, to the payment of all
senior indebtedness then outstanding and to any securities issued in respect
thereof under any such plan of reorganization or readjustment) will be made to
the holders of senior indebtedness, all as described in the applicable
prospectus supplement. In the event of any such proceeding, after payment in
full of all sums owing with respect to senior indebtedness, the holders of
subordinated debt securities, together with the holders of any of our
obligations ranking on a parity with the subordinated debt securities, will be
entitled to be paid from our remaining assets the amounts then due and owing
with respect to such subordinated debt securities and other obligations, before
any payments or distributions will be made on account of any of our capital
stock or other obligations ranking junior to such subordinated debt securities
and other obligations.

If we default in the payment of any principal of, premium, if any, or
interest on any senior indebtedness when the same becomes due and payable,
whether at maturity or at a date fixed for prepayment or by declaration of
acceleration or otherwise, then, upon written notice of such default to us by
the holders of senior indebtedness or any trustee therefor, unless and until
such default shall have been cured or waived or shall have ceased to exist, no
direct or indirect payment shall be made or agreed to be made on account of the
principal, premium, if any, or interest on any of the subordinated debt
securities, or in respect of any redemption, repayment, retirement, purchase or
other acquisition of any of the subordinated debt securities.

By reason of this subordination, in the event of insolvency, our creditors
who are holders of senior indebtedness or holders of any indebtedness or
preferred stock of our subsidiaries, as well as certain of our general
creditors, may recover more, ratably, than the holders of the subordinated debt
securities.

Events of Default

Except as may be provided otherwise in a prospectus supplement, any of the
following events will constitute an event of default for a series of debt
securities under the indenture:

. failure to pay interest on our debt securities of that series for thirty
days past the applicable due date;

. failure to pay principal of, or premium, if any, on our debt securities
of that series when due (whether at maturity, upon acceleration or
otherwise);

. failure to deposit any sinking fund payment on debt securities of that
series when due;

. failure to perform, or breach of, any other covenant, agreement or
warranty for the benefit of the holders of the security in the
indenture, other than a covenant, agreement or warranty a default in
whose performance or breach is dealt with elsewhere in the indenture, or
which is included in the indenture solely for the benefit of a different
series of our debt securities, which continues for 90 days after written
notice from the trustee or holders of 25% of the outstanding principal
amount of the debt securities of that series as provided in the
indenture;

. specified events relating to our bankruptcy, insolvency or
reorganization; and

. any other event of default provided with respect to debt securities of
that series pursuant to the applicable supplement.

An event of default with respect to one series of debt securities is not
necessarily an event of default for another series.

If there is an event of default with respect to a series of our debt
securities, which continues for the requisite amount of time, either the
trustee or holders of at least 25% of the aggregate principal amount
outstanding of that series may declare the principal amount of all of the debt
securities of that series to be due and payable immediately, except that if an
event of default occurs due to bankruptcy, insolvency or reorganization as
provided in the applicable indenture, then the principal of and interest on the
debt securities shall become due and payable immediately without any act by the
trustee or any holder of debt securities. If the securities were issued at an
original issue discount, less than the stated principal amount may become
payable. However, at any time after an acceleration with respect to debt
securities of any series has occurred, but before a judgment or decree based on
such acceleration has been obtained, the holders of a majority in principal
amount of the outstanding debt securities of that series may, under certain
circumstances, rescind and annul such acceleration.

The holders of a majority in aggregate principal amount of the outstanding
debt securities of a series may, on behalf of the holders of all debt
securities of that series, waive any past default or event of default and its
consequences for that series, except (1) a default in the payment of the
principal, premium, or interest with respect to those debt securities or (2) a
default with respect to a provision of the applicable indenture that cannot be
amended without the consent of each holder affected by the amendment. In case
of a waiver of a default, that default shall cease to exist, and any event of
default arising from that default shall be deemed to have been cured for all
purposes. The holders of a majority in aggregate principal amount outstanding
of the debt securities of any series may also, on behalf of the holders of all
debt securities of that series, waive, with respect to that series, our
compliance with certain restrictive covenants in the applicable indenture.

If any event which is, or after notice or lapse of time or both would
become, an event of default (collectively referred to in this paragraph as a
default) occurs and is continuing with respect to debt securities of a
particular series and if it is known to any specified responsible officer of
the trustee, the trustee will mail to each holder of such debt securities
notice of such default within 90 days after it occurs or, if later, after the
trustee obtains knowledge of such default. Except in the case of default in the
payment of principal, premium, or interest with respect to the debt securities
of that series or in the making of any sinking fund payment with respect to the
debt securities of that series, the trustee may withhold such notice if and so
long as the corporate trust committee or a committee of specified responsible
officers of the trustee in good faith determines that withholding the notice is
in the interests of the holders of such debt securities.

A holder may institute a suit against us for enforcement of such holder's
rights under the applicable indenture, for the appointment of a receiver or
trustee, or for any other remedy only if the following conditions are satisfied:

. the holder gives the trustee written notice of a continuing event of
default with respect to a series of our debt securities held by that
holder;

. holders of at least 25% of the aggregate principal amount of the
outstanding debt securities of that series make a request, in writing,
and offer reasonable indemnity, to the trustee for the trustee to
institute the requested proceeding;

. the trustee does not receive direction contrary to the holder's request
from holders of a majority in aggregate principal amount of the
outstanding debt securities of that series within 60 days following such
notice, request and offer of indemnity under the terms of the applicable
indenture; and

. the trustee does not institute the requested proceeding within 60 days
following such notice.

The indentures will require us every year to deliver to the trustee a
statement as to performance of our obligations under the indentures and as to
any defaults.

A default in the payment of any of our debt securities, or a default with
respect to our debt securities that causes them to be accelerated, may give
rise to a cross-default under our other indebtedness.

Satisfaction and Discharge of the Indentures

An indenture will generally cease to be of any further effect with respect
to a series of debt securities if:

. we have delivered to the applicable trustee for cancellation all debt
securities of that series (with certain limited exceptions); or

. all debt securities of that series not previously delivered to the
trustee for cancellation have become due and payable, will become due
and payable within one year, or are to be called for redemption within
one year under arrangements satisfactory to the trustee, and in any such
case we have deposited with the trustee as trust funds the entire amount
sufficient to pay at maturity or upon redemption all of the principal,
premium and interest due with respect to those debt securities;

and if, in either case, we also pay or cause to be paid all other sums payable
under the applicable indenture by us and deliver to the trustee an officer's
certificate and opinion of counsel stating that all conditions precedent to the
satisfaction and discharge of the indenture have been complied with.

Legal Defeasance And Covenant Defeasance

Any series of our debt securities may be subject to the defeasance and
discharge provisions of the applicable indenture if so specified in the
applicable prospectus supplement. If those provisions are applicable, we may
elect either:

. legal defeasance, which will permit us to defease and be discharged
from, subject to limitations, all of our obligations with respect to
those debt securities, including any subordination provisions; or

. covenant defeasance, which will permit us to be released from our
obligations to comply with certain covenants relating to those debt
securities as described in the applicable prospectus supplement, which
may include obligations concerning subordination of our subordinated
debt securities.

If we exercise our legal defeasance option with respect to a series of debt
securities, payment of those debt securities may not be accelerated because of
an event of default. If we exercise our covenant defeasance option with respect
to a series of debt securities, payment of those debt securities may not be
accelerated because of an event of default related to the specified covenants.

Unless otherwise provided in the applicable prospectus supplement, we may
invoke legal defeasance or covenant defeasance with respect to any series of
our debt securities only if:

. with respect to debt securities denominated in U.S. dollars, we
irrevocably deposit with the trustee, in trust, an amount in U.S.
dollars, U.S. government obligations (taking into account payment of
principal and interest thereon in accordance with their terms) or a
combination thereof which will provide money in an amount sufficient to
pay, when due upon maturity or redemption, as the case may be, the
principal of, premium, if any, and interest on those debt securities;

. with respect to debt securities denominated in a currency other than
U.S. dollars, we irrevocably deposit with the trustee, in trust, an
amount in such currency, obligations of the foreign government that
issued such currency (taking into account payment of principal and
interest thereon in accordance with their terms) or a combination
thereof which will provide money in an amount sufficient to pay, when
due upon maturity or redemption, as the case may be, the principal of,
premium, if any, and interest on those debt securities;

. we deliver to the trustee a certificate from a nationally recognized
firm of independent accountants expressing their opinion that the
payments of principal and interest when due on the deposited U.S.
government obligations or foreign government obligations, as applicable,
plus any deposited money

will provide cash at such times and in such amounts as will be
sufficient to pay the principal, premium, and interest when due with
respect to all the debt securities of that series to maturity or
redemption, as the case may be;

. no event which is, or after notice or lapse of time would become, an
event of default under the indenture shall have occurred and be
continuing at the time of such deposit or, with regard to any default
relating to our bankruptcy, insolvency or reorganization, at any time on
or prior to the 90th day after such deposit;

. the deposit does not cause the trustee to have a conflicting interest
within the meaning of the Trust Indenture Act (assuming all securities
under the indenture are in default within the meaning of such Act);

. the deposit is not a default under any other agreement binding on us;

. such deposit will not result in the trust arising from such deposit
constituting an investment company under the Investment Company Act of
1940, as amended, unless such trust is registered under, or exempt from,
such Act;

. we deliver to the trustee an opinion of counsel addressing certain
federal income tax matters relating to the defeasance;

. if the securities are to be redeemed prior to the stated maturity (other
than from mandatory sinking fund payments or analogous payments), notice
of such redemption shall have been duly given or provision for such
notice satisfactory to the trustee shall have been made;

. with respect to any series of subordinated debt securities, at the time
of such deposit, (1) no default in the payment of principal, premium or
interest with respect to any senior indebtedness shall have occurred and
be continuing, (2) no event of default shall have resulted in any senior
indebtedness becoming, and continuing to be, due and payable prior to
the date it would otherwise have become due and payable (unless payment
of such senior indebtedness has been provided for), and (3) no other
event of default shall have occurred and be continuing which permits the
holders thereof to declare such indebtedness due and payable prior to
the date it would otherwise have become due and payable; and

. we deliver to the trustee an officers' certificate and an opinion of
counsel, each stating that all conditions precedent to the defeasance
and discharge of the debt securities of that series as contemplated by
the applicable indenture have been complied with.

Modification and Waiver

We and the trustee may enter into supplemental indentures for the purpose of
modifying or amending an indenture with the consent of holders of at least a
majority in aggregate principal amount of each series of our outstanding debt
securities affected. However, unless otherwise provided in the applicable
prospectus supplement, the consent of all of the holders of our debt securities
that are affected thereby is required for any of the following modifications or
amendments:

. to reduce the percentage in principal amount of debt securities of any
series whose holders must consent to a supplemental indenture, or
consent to any waiver of compliance with certain provisions of the
indenture, or consent to certain defaults under the indenture, in each
case as provided for in the indenture;

. to reduce the rate of or extend the time for payment of interest on any
debt security or reduce the amount of any interest payment to be made
with respect to any debt security;

. to reduce the principal of or change the stated maturity of principal
of, or any installment of principal of or interest on, any debt security
or reduce the amount of principal of any original issue discount
security that would be due and payable upon declaration of acceleration
of maturity;

. to reduce the premium payable upon the redemption of any debt security;

. to make any debt security, or any premium or interest thereon, payable
in a currency other than that stated in that debt security;

. to change any place of payment where any debt security or any premium or
interest thereon is payable;

. to modify the subordination provisions of our subordinated debt
securities in a manner adverse to holders of such debt securities;

. to change the right to convert any debt security in accordance with its
terms;

. to impair the right to bring a lawsuit for the enforcement of any
payment on or after the stated maturity of any debt security (or in the
case of redemption, on or after the date fixed for redemption);

. to modify the provisions of the indenture with respect to subordination
of debt securities in a manner adverse to any registered holder of a
debt security; or

. generally, to modify any of the above provisions of the indenture or any
provisions providing for the waiver of past defaults or waiver of
compliance with certain covenants, except to increase the percentage in
principal amount of debt securities of any series whose holders must
consent to an amendment or waiver, as applicable, or to provide that
certain other provisions of the indenture cannot be modified or waived
without the consent of the holder of each outstanding debt security
affected by the modification or waiver.

In addition, we and the trustee with respect to an indenture may enter into
supplemental indentures without the consent of the holders of debt securities
for one or more of the following purposes (in addition to any other purposes
specified in an applicable prospectus supplement):

. to evidence that another person has become our successor and that the
successor assumes our covenants, agreements, and obligations in the
indenture and in the debt securities;

. to surrender any of our rights or powers under the indenture, or to add
to our covenants further covenants for the protection of the holders of
all or any series of debt securities;

. to add any additional events of default for the benefit of the holders
of all or any series of debt securities;

. to cure any ambiguity, to correct or supplement any provision in the
indenture that may be defective or inconsistent with any other provision
in the indenture, or to make other provisions in regard to matters or
questions arising under the indenture, in each case to the extent such
action does not adversely affect the interests of any holders of debt
securities of any series in any material respect;

. to add to or change any of the provisions of the indenture as necessary
to permit or facilitate the issuance of debt securities in bearer form,
registrable or not registrable as to principal, and with or without
interest coupons, or to permit or facilitate the issuance of debt
securities in uncertificated form;

. to secure the debt securities;

. to add to, change, or eliminate any of the provisions of the indenture
with respect to one or more series of debt securities, so long as the
addition, change, or elimination not otherwise permitted under the
indenture will (1) neither apply to any debt security of any series
created before the execution of the supplemental indenture and entitled
to the benefit of that provision nor modify the rights of the holders of
that debt security with respect to that provision or (2) become
effective only when there is none of that debt security outstanding;

. to evidence and provide for the acceptance of appointment by a successor
or separate trustee with respect to the debt securities of one or more
series and to add to or change any of the provisions of the indenture as
necessary to provide for the administration of the indenture by more
than one trustee;

. with respect to the subordinated indenture, to add to, change or
eliminate any of the subordination provisions in the indenture or change
the definition of "senior indebtedness" in respect of one or more series
of debt securities, provided that any such addition, change or
elimination does not adversely affect the interests of the holders of
outstanding debt securities in any material respect;

. to establish the form or terms of debt securities and coupons of any
series; and

. to make provisions with respect to the conversion rights of holders,
including providing for the conversion of debt securities of any series
into any security or securities of ours.

Certain Covenants

In addition to such other covenants, if any, as may be described in the
accompanying prospectus supplement and except as may be otherwise set forth in
the accompanying prospectus supplement, the indenture will require us, subject
to certain limitations described therein, to, among other things, do the
following:

. deliver to the trustee all information, documents and reports required
to be filed by us with the SEC under Section 13 or 15(d) of the Exchange
Act, within 15 days after the same is filed with the SEC;

. deliver to the trustee annual officers' certificates with respect to our
compliance with our obligations under the indenture;

. maintain the existence, rights and franchises of us and our significant
subsidiaries, except to the extent our board of directors determines
that the preservation thereof is no longer desirable in the conduct of
our business and that the loss thereof is not adverse in any material
respect to the holders of the debt securities; and

. pay, and cause our significant subsidiaries to pay, our and their taxes,
assessments and government levies when due, except to the extent the
same is being contested in good faith by appropriate proceedings.

Covenants in the Senior Indenture

You can find the definitions of certain terms used in this description under
the subheading "Certain Definitions."

Limitation on Secured Debt

Unless otherwise provided in the applicable prospectus supplement, we will
not, and will not permit any Subsidiary to, create, assume, or guarantee any
Secured Debt without making effective provision for securing the senior debt
secrities equally and ratably with such Secured Debt. This covenant does not
apply to debt secured by:

. purchase money mortgages created to secure payment for the acquisition
or construction of any property including, but not limited to, any
indebtedness incurred by us or a Subsidiary prior to, at the time of, or
within 180 days after the later of the acquisition, the completion of
construction (including any improvements on an existing property) or the
commencement of commercial operation of such property, which
indebtedness is incurred for the purpose of financing all or any part of
the purchase price of such property or construction or improvements on
such property;

. mortgages, pledges, liens, security interest or encumbrances
(collectively referred to as security interests) on property, or any
conditional sales agreement or any title retention with respect to
property, existing at the time of acquisition thereof, whether or not
assumed by us or a Subsidiary;

. security interests on property or shares of capital stock or
indebtedness of any corporation or firm existing at the time such
corporation or firm becomes a Subsidiary;

. security interests in property or shares of capital stock or
indebtedness of a corporation existing at the time such corporation is
merged into or consolidated with us or a Subsidiary or at the time of a
sale, lease, or other disposition of the properties of a corporation or
firm as an entirety or substantially as an entirety to us or a
Subsidiary, provided that no such security interests shall extend to any
other Principal Property of ours or such Subsidiary prior to such
acquisition or to other Principal Property thereafter acquired other
than additions or improvements to the acquired property;

. security interests on our property or property of a Subsidiary in favor
of the United States of America or any state thereof, or in favor of any
other country, or any department, agency, instrumentality or political
subdivision thereof (including, without limitation, security interests
to secure indebtedness of the pollution control or industrial revenue
type) in order to permit us or any Subsidiary to perform a contract or
to secure indebtedness incurred for the purpose of financing all or any
part of the purchase price for the cost of constructing or improving the
property subject to such security interests or which is required by law
or regulation as a condition to the transaction of any business or the
exercise of any privilege, franchise or license;

. security interests on any property or assets of any Subsidiary to secure
indebtedness owing by it to us or to another Subsidiary;

. any mechanics', materialmen's, carriers' or other similar lien arising
in the ordinary course of business, including construction of
facilities, in respect of obligations which are not yet due or which are
being contested in good faith;

. any security interest for taxes, assessments or government charges or
levies not yet delinquent, or already delinquent, but the validity of
which is being contested in good faith;

. any security interest arising in connection with legal proceedings being
contested in good faith, including any judgment lien so long as
execution thereof is being stayed;

. landlords' liens on fixtures located on premises leased by us or a
Subsidiary in the ordinary course of business; or

. any extension, renewal or replacement, or successive extensions,
renewals or replacements, in whole or in part, of any security interest
referred to in the foregoing bullets.

Limitation on Sale and Leaseback Transactions

The indenture provides that we will not, and will not permit any Subsidiary
to, enter any lease longer than three years (excluding leases of newly
acquired, improved or constructed property) covering any Principal Property of
ours or any Subsidiary that is sold to any other person in connection with such
lease (a Sale and Leaseback Transaction), unless either:

. we or such Subsidiary would be entitled, without equally and ratably
securing the senior debt securities, to incur Indebtedness secured by a
mortgage on the Principal Property leased pursuant to any of the bullets
referenced above under "--Limitation on Secured Debt," or

. an amount equal to the value of the Principal Property so leased is
applied to the retirement, within 120 days of the effective date of such
arrangement, of indebtedness for borrowed money incurred or assumed by
us or a Subsidiary which is recorded as Funded Debt as shown on our most
recent consolidated balance sheet and which in the case of such
Indebtedness of ours, is not subordinate and junior in right of payment
to the prior payment of the senior debt securities.

Exempted Indebtedness

Notwithstanding the limitations on Secured Debt and Sale and Leaseback
Transactions described above, we and any one or more Subsidiaries may, without
securing the senior debt securities, issue, assume, or guarantee Secured Debt
or enter into any Sale and Leaseback Transaction which would otherwise be
subject to the foregoing restrictions, provided that, after giving effect
thereto, the aggregate amount of such Secured Debt then outstanding (not
including Secured Debt permitted under the foregoing exceptions) and the
Attributable Debt of Sale and Leaseback Transactions, other than Sale and
Leaseback Transactions described in either bullet of the preceding paragraph,
at such time does not exceed 15% of Consolidated Net Assets.

Certain Definitions

Set forth below are certain defined terms used in the indenture. Reference
is made to the indenture for a complete definition of these terms, as well as
any other capitalized terms used herein for which no definition is provided.
Unless otherwise provided in the applicable prospectus supplement, the
following terms will mean as follows for purposes of covenants that may be
applicable to any particular series of senior debt securities.

The term "Attributable Debt," in respect of a Sale and Leaseback
Transaction, means, as of any particular time, the present value (discounted at
the rate of interest implicit in the lease involved in such Sale and Leaseback
Transaction, as determined in good faith by us) of the obligation of the lessee
thereunder for rental payments (excluding, however, any amounts required to be
paid by such lessee, whether or not designated as rent or additional rent, on
account of maintenance and repairs, insurance, taxes, assessments, water rates
or similar charges or any amounts required to be paid by such lessee thereunder
contingent upon the amount of sales, maintenance and repairs, insurance, taxes,
assessments, water rates or similar charges) during the remaining term of such
lease (including any period for which such lease has been extended or may, at
the option of the lessor, be extended).

The term "Consolidated Assets" means the aggregate of all assets of us and
our Subsidiaries (including the value of all existing Sale and Leaseback
Transactions and any assets resulting from the capitalization of other
long-term lease obligations in accordance with generally accepted accounting
principles (GAAP)), appearing on the most recent available consolidated balance
sheet of us and our Subsidiaries at their net book values, after deducting
related depreciation, amortization and other valuation reserves, all prepared
in accordance with GAAP.

The term "Consolidated Current Liabilities" means the aggregate of the
current liabilities of us and our Subsidiaries appearing on the most recent
available consolidated balance sheet of us and our Subsidiaries, all in
accordance with GAAP. In no event shall Consolidated Current Liabilities
include any obligation of us and our Subsidiaries issued under a revolving
credit or similar agreement if the obligation issued under such agreement
matures by its terms within twelve months from the date thereof but by the
terms of such agreement such obligation may be renewed or extended or the
amount thereof reborrowed or refunded at our option or the option of any
Subsidiary for a term in excess of twelve months from the date of determination.

The term "Consolidated Net Assets" means Consolidated Assets after deduction
of Consolidated Current Liabilities.

The term "Funded Debt" means all indebtedness for money borrowed having a
maturity of more than twelve months from the date of the most recent
consolidated balance sheet of us and our Subsidiaries or renewable and
extendable beyond twelve months at the option of the borrower and all
obligations in respect of lease rentals which under GAAP would be shown on our
consolidated balance sheet as a liability item other than a current liability;
provided, however, that Funded Debt shall not include any of the foregoing to
the extent that such indebtedness or obligations are not required by GAAP to be
shown on our balance sheet.

The term "Principal Property" means any manufacturing plant, warehouse,
office building or parcel of real property (including fixtures but excluding
leases and other contract rights which might otherwise be deemed real property)
owned by us or any Subsidiary, whether owned on the date of the indenture or
thereafter, provided each

such plant, warehouse, office building or parcel of real property has a gross
book value (without deduction for any depreciation reserves) at the date as of
which the determination is being made of in excess of two percent of the
Consolidated Net Assets of us and our Subsidiaries, other than any such plant,
warehouse, office building or parcel of real property or portion thereof which,
in the opinion of our board of directors (evidenced by a certified board
resolution delivered to the trustee), is not of material importance to the
business conducted by us and our Subsidiaries taken as a whole.

The term "Secured Debt" means Indebtedness for borrowed money and any Funded
Debt which, in each case, is secured by a security interest in:

. any Principal Property, or

. any shares of capital stock or Indebtedness of any Subsidiary.

The term "Subsidiary" means any corporation or other entity (including,
without limitation, partnerships, joint ventures and associations) of which at
least a majority of the outstanding stock having by the terms thereof ordinary
voting power for the election of directors of such corporation or other entity
(irrespective of whether or not at the time the stock of any other class or
classes of such corporation shall have or might have voting power by reason of
the happening of any such contingency) is at the time directly or indirectly
owned by Danaher, or by one or more Subsidiaries of Danaher, or by Danaher and
one or more other Subsidiaries.

Consolidation, Merger and Sale of Assets

Unless otherwise provided in the applicable prospectus supplement, our
indentures prohibit us from consolidating with or merging into another business
entity, or conveying, transferring or leasing our properties and assets
substantially as an entirety to any business entity, unless:

. the surviving or acquiring entity is a U.S. corporation, limited
liability company, partnership or trust, and it expressly assumes our
obligations with respect to outstanding debt securities by executing a
supplemental indenture;

. immediately after giving effect to the transaction, no event of default,
or event which, after notice or lapse of time or both, would become an
event of default, shall have happened and be continuing; and

. we have delivered to the trustee an officers' certificate and an opinion
of counsel, each stating that the consolidation, merger, conveyance,
transfer or lease and, if a supplemental indenture is required in
connection with such transaction, such supplemental indenture, comply
with the indenture and all conditions precedent relating to such
transaction have been complied with.

Conversion Rights

We will describe the terms upon which debt securities may be convertible
into our common stock or other securities in a prospectus supplement. These
terms will include the type of securities the debt securities are convertible
into, the conversion price or manner of calculation thereof, the conversion
period, provisions as to whether conversion will be at our option or the option
of the holders, the events requiring an adjustment of the conversion price and
provisions affecting conversion in the event of the redemption of the debt
securities and any restrictions on conversion. They may also include provisions
adjusting the number of shares of our common stock or other securities issuable
upon conversion.

Denomination, Form, Registration and Transfer

Normally, we will denominate and make payments on debt securities in U.S.
dollars. If we issue debt securities denominated, or with payments, in a
foreign or composite currency, a prospectus supplement will specify the
currency or composite currency. Except as may be provided otherwise in the
applicable prospectus supplement, we will issue registered securities in
denominations of $1,000 or integral multiples of $1,000.

We may from time to time issue debt securities as registered securities.
This means that holders will be entitled to receive certificates representing
the debt securities registered in their name. You can transfer or exchange debt
securities in registered form without service charge, but we may require that
you pay the amount of any applicable tax or other governmental charge. You can
make this transfer or exchange at the trustee's corporate trust office or at
any other office we maintain for such purposes. If we elect to or are required
to redeem debt securities of a particular series in part, we will not be
required to:

. issue, register the transfer of or exchange any debt securities of that
series for a period of 15 days before the first mailing of the notice of
redemption or exchange; or

. register the transfer of or exchange any security selected for
redemption, in whole or in part, except the unredeemed portion of any
security being redeemed in part.

As a general rule, however, we will issue debt securities in book-entry
form. This means that one or more permanent global certificates registered in
the name of a depositary, or a nominee of the depositary, will represent the
debt securities. Each global security will be issued in the denomination of the
aggregate principal amount of securities that it represents. Unless and until
it is exchanged in whole or in part for debt securities that are in definitive
registered form as permitted under the indenture, a global security may not be
transferred or exchanged except as a whole to the depositary, another nominee
of the depositary, or a successor of the depositary or its nominee. The
applicable prospectus supplement will describe this concept more fully.

The specific material terms of the depositary arrangement with respect to
any portion of a series of our debt securities that will be represented by a
global security will be described in the applicable prospectus supplement. We
anticipate that the following provisions will apply to our depositary
arrangements.

Upon the issuance of any global security, and its deposit with or on behalf
of the depositary, the depositary will credit, on its book-entry registration
and transfer system, the principal amounts of our debt securities represented
by the global security to the accounts of participating institutions that have
accounts with the depositary or its nominee. The underwriters or agents
engaging in the distribution of our debt securities, or we, if we are offering
and selling our debt securities directly, will designate the accounts to be
credited. Ownership of beneficial interests in a global security will be
limited to participating institutions or their clients. The depositary or its
nominee will keep records of the ownership and transfer of beneficial interests
in a global security by participating institutions. Participating institutions
will keep records of the ownership and transfer of beneficial interests by
their clients. The laws of some jurisdictions may require that purchasers of
our securities receive physical certificates, which may impair a holder's
ability to transfer its beneficial interests in global securities.

While the depositary or its nominee is the registered owner of a global
security, the depositary or its nominee will be considered the sole owner of
all of our debt securities represented by the global security for all purposes
under the indentures. Generally, if a holder owns beneficial interests in a
global security, that holder will not be entitled to have our debt securities
registered in that holder's own name, and that holder will not be entitled to
receive a certificate representing that holder's ownership. Accordingly, if a
holder owns a beneficial interest in a global security, the holder must rely on
the depositary and, if applicable, the participating institution of which that
holder is a client to exercise the rights of that holder under the applicable
indenture.

The depositary may grant proxies and otherwise authorize participating
institutions to take any action that a holder is entitled to take under the
indentures. We understand that, according to existing industry practices, if we
request any action of holders, or any owner of a beneficial interest in a
global security wishes to give any notice or take any action, the depositary
would authorize the participating institutions to give the notice or take the
action, and the participating institutions would in turn authorize their
clients to give the notice or take the action.

Generally, we will make payments on our debt securities represented by a
global security directly to the depositary or its nominee. It is our
understanding that the depositary will then credit the accounts of
participating institutions, which will then distribute funds to their clients.
We also expect that payments by participating institutions to their clients
will be governed by standing instructions and customary practices, as is now
the case

with securities held for the accounts of clients registered in street names,
and will be the responsibility of the participating institutions. Neither we
nor the trustee, nor our respective agents, will have any responsibility, or
bear any liability, for any aspects of the records relating to or payments made
on account of beneficial interests in a global security, or for maintaining,
supervising or reviewing records relating to beneficial interests.

Generally, unless otherwise specified in the applicable supplemental
indenture, a global security may be exchanged for certificated debt securities
only in the following instances:

. the depositary notifies us that it is unwilling or unable to continue as
depositary, or it ceases to be a registered clearing agency under the
Securities Exchange Act of 1934, as amended, if required to be so
registered by law; or

. there shall have occurred and be continuing an event of default with
respect to such global security.

The following is based on information furnished to us:

Unless otherwise specified in the applicable prospectus supplement, The
Depository Trust Company (DTC) will act as depositary for securities issued in
the form of global securities. Global securities will be issued only as
fully-registered securities registered in the name of Cede & Co., which is
DTC's nominee. One or more fully-registered global securities will be issued
for these securities representing in the aggregate the total number of these
securities, and will be deposited with or on behalf of DTC.

DTC is a limited-purpose trust company organized under the New York Banking
Law, a banking organization within the meaning of the New York Banking Law, a
member of the Federal Reserve System, a clearing corporation within the meaning
of the New York Uniform Commercial Code, and a clearing agency registered
pursuant to the provisions of Section 17A of the Securities Exchange Act of
1934. DTC holds securities that its participants deposit with it. DTC also
facilitates the settlement among its participants of securities transactions,
such as transfers and pledges, in deposited securities through electronic
computerized book-entry changes in participants' accounts, thereby eliminating
the need for physical movement of securities certificates. Direct participants
include securities brokers and dealers, banks, trust companies, clearing
corporations and other organizations. DTC is owned by a number of its direct
participants and by the New York Stock Exchange, the American Stock Exchange
and the National Association of Securities Dealers. Access to the DTC system is
also available to others, known as indirect participants, such as securities
brokers and dealers, banks and trust companies that clear through or maintain
custodial relationships with direct participants, either directly or
indirectly. The rules applicable to DTC and its participants are on file with
the SEC.

Purchases of securities within the DTC system must be made by or through
direct participants, which will receive a credit for the securities on DTC's
records. The ownership interest of each actual purchaser of each security,
commonly referred to as the beneficial owner, is in turn to be recorded on the
direct and indirect participants' records. Beneficial owners will not receive
written confirmation from DTC of their purchases, but beneficial owners are
expected to receive written confirmations providing details of the
transactions, as well as periodic statements of their holdings, from the direct
or indirect participants through which the beneficial owners purchased
securities. Transfers of ownership interests in securities issued in the form
of global securities are accomplished by entries made on the books of
participants acting on behalf of beneficial owners. Beneficial owners will not
receive certificates representing their ownership interests in these
securities, except if use of the book-entry system for such securities is
discontinued.

DTC has no knowledge of the actual beneficial owners of the securities
issued in the form of global securities. DTC's records reflect only the
identity of the direct participants to whose accounts such securities are
credited, which may or may not be the beneficial owners. The participants will
remain responsible for keeping accounts of their holdings on behalf of their
customers. Conveyance of notices and other communications by

DTC to direct participants, by direct participants to indirect participants,
and by direct participants and indirect participants to beneficial owners, will
be governed by arrangements among them, subject to any statutory or regulatory
requirements as may be in effect from time to time.

Any redemption notices need to be sent to DTC. If less than all of the
securities of a series or class are being redeemed, DTC's practice is to
determine by lot the amount to be redeemed from each participant.

Although voting with respect to securities issued in the form of global
securities is limited to the holders of record, when a vote is required,
neither DTC nor Cede & Co. will itself consent or vote with respect to such
securities. Under its usual procedures, DTC would mail an omnibus proxy to the
issuer of the securities as soon as possible after the record date. The omnibus
proxy assigns Cede & Co.'s consenting or voting rights to those direct
participants to whose accounts such securities are credited on the record date,
identified in a listing attached to the omnibus proxy.

Payments in respect of securities issued in the form of global securities
will be made by the issuer of such securities to DTC. DTC's practice is to
credit direct participants' accounts on the relevant payment date in accordance
with their respective holdings shown on DTC's records unless DTC has reason to
believe that it will not receive payments on such payment date. Payments by
participants to beneficial owners will be governed by standing instructions and
customary practices and will be the responsibility of such participant and not
of DTC or the issuer, subject to any statutory or regulatory requirements as
may be in effect from time to time. Payments to DTC are the responsibility of
the issuer of the applicable securities, disbursement of such payments to
direct participants is the responsibility of DTC, and disbursements of such
payments to the beneficial owners is the responsibility of direct and indirect
participants.
DTC may discontinue providing its services as depositary with respect to any
securities at any time by giving reasonable notice to the issuer of such
securities. If a successor depositary is not obtained, individual security
certificates representing such securities are required to be printed and
delivered. We, at our option, may decide to discontinue use of the system of
book-entry transfers through DTC or a successor depositary.

The information in this section concerning DTC and DTC's book-entry system
has been obtained from sources that we believe to be accurate, but we assume no
responsibility for its accuracy. We have no responsibility for the performance
by DTC or its participants of their obligations as described in this prospectus
or under the rules and procedures governing their operations.

Debt securities may be issued as registered securities (which will be
registered as to principal and interest in the register maintained by the
registrar for those senior debt securities) or bearer securities (which will be
transferable only by delivery). If debt securities are issuable as bearer
securities, certain special limitations and considerations will apply, as set
forth in the applicable prospectus supplement.

Our Debt Trustee

Unless stated in the applicable prospectus supplement, (i) the trustee may
also be the trustee under any other indenture for debt securities and (ii) any
trustee or its affiliates may lend money to us, and may from time to time have
lender or other business arrangements with us. If and when the trustee becomes
a creditor of ours, the trustee will be subject to the provisions of the Trust
Indenture Act regarding the collection of claims against us. The trustee and
its affiliates will be permitted to engage in other transactions; however, if
they acquire any conflicting interest, the conflict must be eliminated or the
trustee must resign.

Governing Law

The indentures and the debt securities will be governed by the laws of the
State of New York.

DESCRIPTION OF CAPITAL STOCK

General

The following summary description of our capital stock is based on the
provisions of the Delaware General Corporation Law and our certificate of
incorporation, as amended, and bylaws. This description does not purport to be
complete and is qualified in its entirety by reference to the terms of the
certificate of incorporation and bylaws, which are included as exhibits to the
registration statement of which this prospectus is a part. See "Where You Can
Find More Information."

Our authorized capital stock consists of 300,000,000 shares of common stock,
par value $.01 per share, and 15,000,000 shares of preferred stock, without par
value. As of January 25, 2002, we had 143,440,997 shares of our common stock
outstanding and no shares of preferred stock outstanding. The holders of a
majority of voting stock may increase or decrease the number of authorized
shares of any class.

Common Stock

Each stockholder of record of our common stock is entitled to one vote for
each share held on every matter properly submitted to the stockholders for
their vote. Holders of our common stock do not have cumulative voting rights.
As a result, holders of a majority of the shares of common stock entitled to
vote in any election of directors may elect all of the directors standing for
election. After satisfaction of the divided rights of holders of preferred
stock, holders of common stock are entitled ratably to any dividend declared by
the board of directors out of funds legally available for this purpose. Upon
our liquidation, dissolution or winding up, the holders of our common stock are
entitled to receive ratably our net assets available, if any, after the payment
of all debts and other liabilities and subject to the prior rights of any
outstanding preferred stock. Holders of our common stock have no redemption or
conversion rights, no sinking fund provisions and no preemptive right to
subscribe for or purchase additional shares of any class of our capital stock.
The outstanding shares of our common stock are fully paid and nonassessable,
and any shares of common stock issued in an offering pursuant to this
prospectus and any shares of common stock issuable upon the exercise of common
stock warrants or conversion or exchange of debt securities which are
convertible into or exchangeable for our common stock, or in connection with
the obligations of a holder of stock purchase contracts to purchase our common
stock, when issued in accordance with their terms will be fully paid and
nonassessable. The rights, preferences and privileges of holders of common
stock are subject to, and may be adversely affected by, the rights of the
holders of shares of any series of preferred stock that we may designate and
issue in the future.

Preferred Stock

This section describes the general terms and provisions of our preferred
stock. The applicable prospectus supplement will describe the specific terms of
the shares of preferred stock offered through that prospectus supplement, as
well as any general terms described in this section that will not apply to
those shares of preferred stock. We will file a copy of the certificate of
designation that contains the terms of each new series of preferred stock with
the SEC each time we issue a new series of preferred stock. Each certificate of
designation will establish the number of shares included in a designated series
and fix the designation, powers, privileges, preferences and rights of the
shares of each series as well as any applicable qualifications, limitations or
restrictions. You should refer to the applicable certificate of designation as
well as our certificate of incorporation before deciding to buy shares of our
preferred stock as described in the applicable prospectus supplement.

Our board of directors has been authorized to provide for the issuance of up
to 15,000,000 shares of our preferred stock in multiple series without the
approval of stockholders. With respect to each series of our preferred stock,
our board of directors has the authority to fix the following terms:

. the designation of the series;

. the number of shares within the series;

. whether dividends are cumulative and, if cumulative, the dates from
which dividends are cumulative;

. the rate of any dividends, any conditions upon which dividends are
payable, and the dates of payment of dividends;

. whether interests in the shares of preferred stock will be represented
by depositary shares as more fully described below under "Description of
Depositary Shares";

. whether the shares are redeemable, the redemption price and the terms of
redemption;

. the amount payable to you for each share you own if we dissolve or
liquidate;

. whether the shares are convertible or exchangeable, the price or rate of
conversion or exchange, and the applicable terms and conditions;

. any restrictions on issuance of shares in the same series or any other
series;

. voting rights applicable to the series of preferred stock; and

. any other rights, priorities, preferences, restrictions or limitations
of such series.

Your rights with respect to your shares of preferred stock will be
subordinate to the rights of our general creditors. Shares of our preferred
stock that we issue in accordance with their terms will be fully paid and
nonassessable, and will not be entitled to preemptive rights unless specified
in the applicable prospectus supplement.

Our ability to issue preferred stock, or rights to purchase such shares,
could discourage an unsolicited acquisition proposal. For example, we could
impede a business combination by issuing a series of preferred stock containing
class voting rights that would enable the holders of such preferred stock to
block a business combination transaction. Alternatively, we could facilitate a
business combination transaction by issuing a series of preferred stock having
sufficient voting rights to provide a required percentage vote of the
stockholders. Additionally, under certain circumstances, our issuance of
preferred stock could adversely affect the voting power of the holders of our
common stock. Although our board of directors is required to make any
determination to issue any preferred stock based on its judgment as to the best
interests of our stockholders, our board of directors could act in a manner
that would discourage an acquisition attempt or other transaction that
some, or a majority, of our stockholders might believe to be in their best
interests or in which stockholders might receive a premium for their stock over
prevailing market prices of such stock. Our board of directors does not at
present intend to seek stockholder approval prior to any issuance of currently
authorized stock, unless otherwise required by law or applicable stock exchange
requirements.

Limitation on Directors' Liability

Our certificate of incorporation provides, as authorized by Section
102(b)(7) of the Delaware General Corporation Law, that our directors will not
be personally liable to us or our stockholders for monetary damages for breach
of fiduciary duty as a director, except for liability

. for any breach of the director's duty of loyalty to us or our
stockholders;

. for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law;

. for unlawful payments of dividends or unlawful stock repurchases or
redemptions as provided in Section 174 of the Delaware General
Corporation Law; or

. for any transaction from which the director derived an improper personal
benefit.

The inclusion of this provision in our certificate of incorporation may have
the effect of reducing the likelihood of derivative litigation against
directors, and may discourage or deter stockholders or management from bringing
a lawsuit against directors for breach of their duty of care, even though such
an action, if successful, might otherwise have benefited us and our
stockholders.

Section 203 of the Delaware General Corporation Law

Section 203 of the Delaware General Corporation Law prohibits a defined set
of transactions between a Delaware corporation, such as us, and an interested
stockholder. An interested stockholder is defined as a person who, together
with any affiliates or associates of such person, beneficially owns, directly
or indirectly, 15% or more of the outstanding voting shares of a Delaware
corporation. This provision may prohibit business combinations between an
interested stockholder and a corporation for a period of three years after the
date the interested stockholder becomes an interested stockholder. The term
business combination is broadly defined to include mergers, consolidations,
sales or other dispositions of assets having a total value in excess of 10% of
the consolidated assets of the corporation, and some other transactions that
would increase the interested stockholder's proportionate share ownership in
the corporation.

This prohibition is effective unless:

. the business combination is approved by the corporation's board of
directors prior to the time the interested stockholder becomes an
interested stockholder;

. the interested stockholder acquired at least 85% of the voting stock of
the corporation, other than stock held by directors who are also
officers or by qualified employee stock plans, in the transaction in
which it becomes an interested stockholder; or

. the business combination is approved by a majority of the board of
directors and by the affirmative vote of two-thirds of the outstanding
voting stock that is not owned by the interested stockholder.

In general, the prohibitions do not apply to business combinations with
persons who were stockholders before we became subject to Section 203.

Special Charter Provisions

Our certificate of incorporation divides our board of directors into three
classes of directors serving staggered, three-year terms. Vacancies, and
newly-created directorships resulting from any increase in the size of our
board, must be filled by our board, even if the directors then on the board do
not constitute a quorum or only one director is left in office. These
provisions, together with the provisions of Section 203 of the Delaware General
Corporation Law, could have the effect of delaying, deferring or preventing a
change in control or the removal of existing management, of deterring potential
acquirors from making an offer to our stockholders and of limiting any
opportunity to realize premiums over prevailing market prices for our common
stock in connection therewith. This could be the case notwithstanding that a
majority of our stockholders might benefit from such a change in control or
offer.

Transfer Agent and Registrar

SunTrust Bank serves as the registrar and transfer agent for the common
stock.

Stock Exchange Listing

Our common stock is listed on the New York Stock Exchange under the trading
symbol "DHR".

DESCRIPTION OF WARRANTS

General

We may issue warrants to purchase our debt or equity securities. We may
issue warrants independently or together with any offered securities and the
warrants may be attached to or separate from those offered securities. We will
issue the warrants under warrant agreements to be entered into between us and a
bank or trust company, as warrant agent, all as described in the applicable
prospectus supplement. The warrant agent will act solely as our agent in
connection with the warrants of the series being offered and will not assume
any obligation or relationship of agency or trust for or with any holders or
beneficial owners of warrants.

The applicable prospectus supplement will describe the following terms,
where applicable, of warrants in respect of which this prospectus is being
delivered:

. the title of the warrants;

. the designation, amount and terms of the securities for which the
warrants are exercisable;

. the designation and terms of the other securities, if any, with which
the warrants are to be issued and the number of warrants issued with
each such security;

. the price or prices at which the warrants will be issued;

. the aggregate number of warrants;

. any provisions for adjustment of the number or amount of securities
receivable upon exercise of the warrants or the exercise price of the
warrants;

. the price or prices at which the securities purchasable upon exercise of
the warrants may be purchased;

. if applicable, the date on and after which the warrants and the
securities purchasable upon exercise of the warrants will be separately
transferable;

. if applicable, a discussion of the material United States federal income
tax considerations applicable to the exercise of the warrants;

. any other terms of the warrants, including terms, procedures and
limitations relating to the exchange and exercise of the warrants;

. the date on which the right to exercise the warrants shall commence, and
the date on which the right shall expire;

. the currency or currencies in which the stock warrants are exercisable;

. the terms of any mandatory or optional redemption or call provisions;

. the identity of the warrant agent;

. if applicable, the maximum or minimum number of warrants which may be
exercised at any time; and

. information with respect to book-entry procedures, if any.

Exercise of Warrants

Each warrant will entitle the holder of warrants to purchase for cash the
amount of debt or equity securities, at the exercise price as shall be set
forth in, or be determinable as set forth in, the prospectus supplement
relating to the warrants. Warrants may be exercised at any time up to the close
of business on the expiration date set forth in the prospectus supplement
relating to the warrants. After the close of business on the expiration date,
unexercised warrants will become void.

Warrants may be exercised as set forth in the prospectus supplement relating
to the warrants. When the warrant holder makes the payment and properly
completes and signs the warrant certificate at the corporate trust office of
the warrant agent or any other office indicated in the prospectus supplement,
we will, as soon as possible, forward the debt or equity securities which the
warrant holder has purchased. If the warrant holder exercises the warrant for
less than all of the warrants represented by the warrant certificates, we will
issue a new warrant certificate for the remaining warrants.

Until the exercise of their warrants for debt or equity securities, holders
of warrants will not have rights as a holder of the debt or equity securities,
as the case may be, by virtue of such holder's ownership of warrants.

DESCRIPTION OF DEPOSITARY SHARES

General

We may offer fractional shares of preferred stock, rather than full shares
of preferred stock. If we do so, we may issue receipts for depositary shares
that each represent a fraction of a share of a particular series of preferred
stock. The prospectus supplement will indicate that fraction. The shares of
preferred stock represented by depositary shares will be deposited under a
depositary agreement between us and a bank or trust company that meets certain
requirements and is selected by us (the Bank Depositary). Each owner of a
depositary share will be entitled to all the rights and preferences of the
preferred stock represented by the depositary share. The depositary shares will
be evidenced by depositary receipts issued pursuant to the depositary
agreement. Depositary receipts will be distributed to those persons purchasing
the fractional shares of preferred stock in accordance with the terms of the
offering.

We have summarized some common provisions of a depositary agreement and the
related depositary receipts. The forms of the depositary agreement and the
depositary receipts relating to any particular issue of depositary shares will
be filed with the SEC each time we issue depositary shares, and you should read
those documents for provisions that may be important to you.

Dividends and Other Distributions

If we pay a cash distribution or dividend on a series of preferred stock
represented by depositary shares, the Bank Depositary will distribute such
dividends to the record holders of such depositary shares. If the distributions
are in property other than cash, the Bank Depositary will distribute the
property to the record holders of the depositary shares. However, if the Bank
Depositary determines that it is not feasible to make the distribution of
property, the Bank Depositary may, with our approval, sell such property and
distribute the net proceeds from such sale to the record holders of the
depositary shares.

Redemption of Depositary Shares

If we redeem a series of preferred stock represented by depositary shares,
the Bank Depositary will redeem the depositary shares from the proceeds
received by the Bank Depositary in connection with the redemption. The
redemption price per depositary share will equal the applicable fraction of the
redemption price per share of the preferred stock. If fewer than all the
depositary shares are redeemed, the depositary shares to be redeemed will be
selected by lot or pro rata as the Bank Depositary may determine.

Voting the Preferred Stock

Upon receipt of notice of any meeting at which the holders of the preferred
stock represented by depositary shares are entitled to vote, the Bank
Depositary will mail the notice to the record holders of the depositary shares
relating to such preferred stock. Each record holder of these depositary shares
on the record date, which will be the same date as the record date for the
preferred stock, may instruct the Bank Depositary as to how to vote the
preferred stock represented by such holder's depositary shares. The Bank
Depositary will endeavor, insofar as practicable, to vote the amount of the
preferred stock represented by such depositary shares in accordance with such
instructions, and we will take all action which the Bank Depositary deems
necessary in order to enable the Bank Depositary to do so. The Bank Depositary
will abstain from voting shares of the preferred stock to the extent it does
not receive specific instructions from the holders of depositary shares
representing such preferred stock.

Amendment and Termination of the Depositary Agreement

The form of depositary receipt evidencing the depositary shares and any
provision of the depositary agreement may be amended by agreement between the
Bank Depositary and us. However, any amendment that materially and adversely
alters the rights of the holders of depositary shares will not be effective
unless such amendment has been approved by the holders of at least a majority
of the depositary shares then outstanding. The

depositary agreement may be terminated by the Bank Depositary or us only if (1)
all outstanding depositary shares have been redeemed or (2) there has been a
final distribution in respect of the preferred stock in connection with any
liquidation, dissolution or winding up of our company and such distribution has
been distributed to the holders of depositary receipts.

Charges of Bank Depositary

We will pay all transfer and other taxes and governmental charges arising
solely from the existence of the depositary arrangements. We will pay charges
of the Bank Depositary in connection with the initial deposit of the preferred
stock and any redemption of the preferred stock. Holders of depositary receipts
will pay other transfer and other taxes and governmental charges and any other
charges, including a fee for the withdrawal of shares of preferred stock upon
surrender of depositary receipts, as are expressly provided in the depositary
agreement to be for their accounts.

Withdrawal of Preferred Stock

Except as may be provided otherwise in the applicable prospectus supplement,
upon surrender of depositary receipts at the principal office of the Bank
Depositary, subject to the terms of the depositary agreement, the owner of the
depositary shares may demand delivery of the number of whole shares of
preferred stock and all money and other property, if any, represented by those
depositary shares. Partial shares of preferred stock will not be issued. If the
depositary receipts delivered by the holder evidence a number of depositary
shares in excess of the number of depositary shares representing the number of
whole shares of preferred stock to be withdrawn, the Bank Depositary will
deliver to such holder at the same time a new depositary receipt evidencing the
excess number of depositary shares. Holders of preferred stock thus withdrawn
may not thereafter deposit those shares under the depositary agreement or
receive depositary receipts evidencing depositary shares therefor.

Miscellaneous

The Bank Depositary will forward to holders of depositary receipts all
reports and communications from us that are delivered to the Bank Depositary
and that we are required to furnish to the holders of the preferred stock.

Neither the Bank Depositary nor we will be liable if we are prevented or
delayed by law or any circumstance beyond our control in performing our
obligations under the depositary agreement. The obligations of the Bank
Depositary and us under the depositary agreement will be limited to performance
in good faith of our duties thereunder, and we will not be obligated to
prosecute or defend any legal proceeding in respect of any depositary shares or
preferred stock unless satisfactory indemnity is furnished. We may rely upon
written advice of counsel or accountants, or upon information provided by
persons presenting preferred stock for deposit, holders of depositary receipts
or other persons believed to be competent and on documents believed to be
genuine.

Resignation and Removal of Bank Depositary

The Bank Depositary may resign at any time by delivering to us notice of its
election to do so, and we may at any time remove the Bank Depositary. Any such
resignation or removal will take effect upon the appointment of a successor
Bank Depositary and its acceptance of such appointment. The successor Bank
Depositary must be appointed within 60 days after delivery of the notice of
resignation or removal and must be a bank or trust company meeting the
requirements of the depositary agreement.

DESCRIPTION OF THE STOCK PURCHASE CONTRACTS
AND STOCK PURCHASE UNITS

We may issue stock purchase contracts, including contracts obligating
holders to purchase from us, and obligating us to sell to the holders, a
specified number of shares of common stock or other securities at a future date
or dates, which we refer to in this prospectus as stock purchase contracts. The
price per share of the

securities and the number of shares of the securities may be fixed at the time
the stock purchase contracts are is sued or may be determined by reference to a
specific formula set forth in the stock purchase contracts. The stock purchase
contracts may be issued separately or as part of units consisting of a stock
purchase contract and debt securities, preferred securities, warrants or debt
obligations of third parties, including U.S. treasury securities, securing the
holders' obligations to purchase the securities under the stock purchase
contracts, which we refer to herein as stock purchase units. The stock purchase
contracts may require holders to secure their obligations under the stock
purchase contracts in a specified manner. The stock purchase contracts also may
require us to make periodic payments to the holders of the stock purchase units
or vice versa, and those payments may be unsecured or refunded on some basis.

The applicable prospectus supplement will describe the terms of the stock
purchase contracts or stock purchase units. The description in the prospectus
supplement will not necessarily be complete, and reference will be made to the
stock purchase contracts, and, if applicable, collateral or depositary
arrangements relating to the stock purchase contracts or stock purchase units,
which will be filed with the SEC each time we issue stock purchase contracts or
stock purchase units. Material United States federal income tax considerations
applicable to the stock purchase units and the stock purchase contracts will
also be discussed in the applicable prospectus supplement.

PLAN OF DISTRIBUTION

General

We may sell the offered securities in and outside the United States (1)
through underwriters or dealers, (2) directly to purchasers, including to our
affiliates and stockholders in a rights offering, (3) through agents, or (4)
through a combination of any of these methods. The applicable prospectus
supplement will include the following information:

. the terms of the offering;

. the names of any underwriters or agents;

. the name or names of any managing underwriter or underwriters;

. the purchase price or initial public offering price of the securities;

. the net proceeds from the sale of the securities;

. any delayed delivery arrangements;

. any underwriting discounts, commissions and other items constituting
underwriters' compensation;

. any discounts or concessions allowed or reallowed or paid to dealers;
and

. any commissions paid to agents.

The distribution of the securities described in this prospectus may be
effected from time to time in one or more transactions either:

. at a fixed price or prices, which may be changed;

. at market prices prevailing at the time of sale;

. at prices relating to such prevailing market prices; or

. at negotiated prices.

Sale through Underwriters or Dealers

If underwriters are used in the sale, the underwriters will acquire the
securities for their own account. The underwriters may resell the securities
from time to time in one or more transactions, including negotiated
transactions, at a fixed public offering price or at varying prices determined
at the time of sale. Underwriters may offer securities to the public either
through underwriting syndicates represented by one or more managing
underwriters or directly by one or more firms acting as underwriters. Unless we
inform you otherwise in the prospectus supplement, the obligations of the
underwriters to purchase the securities will be subject to certain conditions,
and the underwriters will be obligated to purchase all the offered securities
if they purchase any of them. The underwriters may change from time to time any
initial public offering price and any discounts or concessions allowed or
reallowed or paid to dealers.

During and after an offering through underwriters, the underwriters may
purchase and sell the securities in the open market. These transactions may
include overallotment and stabilizing transactions and purchases to cover
syndicate short positions created in connection with the offering. The
underwriters may also impose a penalty bid, which means that selling
concessions allowed to syndicate members or other broker-dealers for the
offered securities sold for their account may be reclaimed by the syndicate if
the offered securities are repurchased by the syndicate in stabilizing or
covering transactions. These activities may stabilize, maintain or otherwise
affect the market price of the offered securities, which may be higher than the
price that might otherwise prevail in the open market. If commenced, the
underwriters may discontinue these activities at any time.

Some or all of the securities that we offer though this prospectus may be
new issues of securities with no established trading market. Any underwriters
to whom we sell our securities for public offering and sale may make a market
in those securities, but they will not be obligated to do so and they may
discontinue any market making at any time without notice. Accordingly, we
cannot assure you of the liquidity of, or continued trading markets for, any
securities that we offer.

If dealers are used in the sale of securities, we will sell the securities
to them as principals. They may then resell those securities to the public at
varying prices determined by the dealers at the time of resale. We will include
in the prospectus supplement the names of the dealers and the terms of the
transaction.

Direct Sales and Sales through Agents

We may sell the securities directly. In this case, no underwriters or agents
would be involved. We may also sell the securities through agents designated
from time to time. In the prospectus supplement, we will name any agent
involved in the offer or sale of the offered securities, and we will describe
any commissions payable to the agent. Unless we inform you otherwise in the
prospectus supplement, any agent will agree to use its reasonable best efforts
to solicit purchases for the period of its appointment.

We may sell the securities directly to institutional investors or others who
may be deemed to be underwriters within the meaning of the Securities Act of
1933 with respect to any sale of those securities. We will describe the terms
of any such sales in the prospectus supplement.

Remarketing Arrangements

Offered securities may also be offered and sold, if so indicated in the
applicable prospectus supplement, in connection with a remarketing upon their
purchase, in accordance with a redemption or repayment pursuant to their terms,
or otherwise, by one or more remarketing firms, acting as principals for their
own accounts or as agents for us. Any remarketing firm will be identified and
the terms of its agreements, if any, with us and its compensation will be
described in the applicable prospectus supplement.

Delayed Delivery Contracts

If we so indicate in the prospectus supplement, we may authorize agents,
underwriters or dealers to solicit offers from certain types of institutions to
purchase securities from us at the public offering price under delayed delivery
contracts. These contracts would provide for payment and delivery on a
specified date in the future. The contracts would be subject only to those
conditions described in the prospectus supplement. The prospectus supplement
will describe the commission payable for solicitation of those contracts.

General Information

We may have agreements with the agents, dealers, underwriters and
remarketing firms to indemnify them against certain civil liabilities,
including liabilities under the Securities Act of 1933, or to contribute with
respect to payments that the agents, dealers, underwriters or remarketing firms
may be required to make. Agents, dealers, underwriters and remarketing firms
may be customers of, engage in transactions with or perform services for us in
the ordinary course of their businesses.

LEGAL MATTERS

Wilmer, Cutler & Pickering, Washington, D.C., will pass upon the validity of
our debt securities, common stock, preferred stock, depositary shares,
warrants, stock purchase contracts and stock purchase units.

EXPERTS

The consolidated financial statements of Danaher as of December 31, 2000 and
1999, and for each of the years in the three-year period ended December 31,
2000, included in Danaher's Annual Report on Form 10-K filed on March 27, 2001
and incorporated by reference in this document, have been audited by Arthur
Andersen LLP, independent public accountants, as indicated in their reports
with respect thereto, and are included herein in reliance upon the authority of
said firm as experts in giving said reports.

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6,000,000 Shares

[LOGO] DANAHER CORPORATION

Common Stock

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P R O S P E C T U S S U P P L E M E N T

March 6, 2002

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Joint Book-Running Managers

Lehman Brothers

Salomon Smith Barney

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Banc of America Securities LLC

Bear, Stearns & Co. Inc.

JPMorgan

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