Ownership Submission
FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  LICO JAMES A
2. Date of Event Requiring Statement (Month/Day/Year)
09/26/2005
3. Issuer Name and Ticker or Trading Symbol
DANAHER CORP /DE/ [DHR]
(Last)
(First)
(Middle)
2099 PENNSYLVANIA AVENUE, NW 12TH FLOOR
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Executive Vice President
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

WASHINGTON, DC 20006
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 3,800.28
I
By 401(k) plan

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Employee stock option (right to buy)   (1) 12/05/2010 Common Stock 12,400 $ 34.1563 D  
Employee stock option (right to buy)   (2) 09/21/2011 Common Stock 8,000 $ 22.925 D  
Employee stock option (right to buy)   (3) 07/16/2012 Common Stock 20,000 $ 30.46 D  
Employee stock option (right to buy)   (4) 12/03/2012 Common Stock 100,000 $ 30.635 D  
Employee stock option (right to buy)   (5) 03/02/2014 Common Stock 200,000 $ 45.255 D  
Performance based restricted stock units   (6) 05/04/2014 Common Stock 40,000 $ (7) D  
Executive Deferred Income Plan -- Danaher Stock Fund (8)   (9)   (9) Common Stock 7,260.53 (8) $ 0 (10) D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
LICO JAMES A
2099 PENNSYLVANIA AVENUE, NW 12TH FLOOR
WASHINGTON, DC 20006
      Executive Vice President  

Signatures

James F. O'Reilly, attorney-in-fact for James A. Lico 10/03/2005
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Twenty percent of the shares granted become exercisable on each of the first five anniversaries of the grant date, which was December 5, 2000
(2) Twenty percent of the shares granted become exercisable on each of the first five anniversaries of the grant date, which was September 21, 2001
(3) Twenty percent of the shares granted become exercisable on each of the first five anniversaries of the grant date, which was July 16, 2002
(4) Fifty percent of the options granted become exercisable on the fourth anniversary of the grant date, which was December 3, 2005, and fifty percent of the options granted become exercisable upon the fifth anniversary of the grant date.
(5) 33.3% of the options granted become exercisable upon each of the third, fourth and fifth anniversaries of the grant date, which was March 2, 2004.
(6) On May 4, 2004, the Compensation Committee of the Company's Board of Directors awarded the reporting person 40,000 performance based restricted stock units. These restricted stock units vest (1) 33.3% upon each of the third, fourth and fifth anniversaries of the grant date, and (2) upon the satisfaction of specified performance criteria. The Compensation Committee of the Board of Directors determined in May 2005 that the performance criteria of the award had been achieved.
(7) Each performance based restricted stock unit represents a right to receive one share of Company Common Stock.
(8) Compensation deferred or contributed into the Danaher stock fund (the "EDIP Stock Fund") included in Danaher's Executive Deferred Income Plan (the "EDIP") is deemed to be invested in a number of unfunded, notional shares of Danaher common stock based on the closing price of Danaher common stock as reported on the NYSE on the date such compensation is credited to the EDIP Stock Fund.
(9) The reporting person immediately vests in 100% of each voluntary contribution to the EDIP Stock Fund. The reporting person will vest in all company contributions to the EDIP Stock Fund as follows: 100% upon the earlier of the reporting person's death, or upon retirement following at least 5 years of service with Danaher and reaching the age of 55, or, if earlier, one-tenth per vesting year of participation following five vesting years of participation, in each case in accordance with the plan. Upon termination of employment, the vested portion of the EDIP Stock Fund is settled in Danaher common stock.
(10) The notional shares convert on a one-for-one basis.

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