As filed with the Securities and Exchange Commission on August 14, 2000
                                                    Registration No. 333-______
    ____________________________________________________________________________

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                               __________________

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                               __________________

                               DANAHER CORPORATION
             (Exact name of registrant as specified in its charter)

           Delaware                     59-1995548
 (State or other jurisdiction        (I.R.S. Employer
     of incorporation or            Identification No.)
        organization)


                             1250 24th Street, N.W.
                             Washington, D.C. 20037
                                 (202) 828-0850
 (Address, including zip code, and telephone number, including area code, of
                         registrant's principal executive
                                    offices)
                               __________________

                      NON-QUALIFIED STOCK OPTION AGREEMENT

                               Patrick W. Allender
         Executive Vice President, Chief Financial Officer and Secretary
                             1250 24th Street, N.W.
                              Washington, DC 20037
                                 (202) 828-0850
 (Name, address, including zip code, and telephone number, including area code,
                         of agent for service of process)

                               __________________



<TABLE>




                                          CALCULATION OF REGISTRATION FEE
<S>                                 <C>           <C>                     <C>                      <C>
------------------------------------ ------------- ----------------------- ------------------------ ----------------
 Title of each class of securities    Amount to       Proposed maximum        Proposed maximum         Amount of
         to be registered                 be         offering price per      aggregate offering      registration
                                      registered          unit(1)                 price(1)                fee
------------------------------------ ------------- ----------------------- ------------------------ ----------------
------------------------------------ ------------- ----------------------- ------------------------ ----------------
Common Stock, $.01 par value.....       784,025          $53.31 (1)              $41,796,372.75 (1)    $11,034.24 (1)
------------------------------------ ------------- ----------------------- ------------------------ ----------------
</TABLE>

(1)  In accordance with Rule 457(c), the aggregate offering price and the amount
     of the  registration  fee are  computed  on the basis of the average of the
     high and low prices  reported  by the New York Stock  Exchange on August 8,
     2000.




<PAGE>
                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

                                   PROSPECTUS

                                 784,025 Shares

                               DANAHER CORPORATION


                                  Common Stock


     This Prospectus relates to the reoffer and resale by George M. Sherman, the
President  and Chief  Executive  Officer of Danaher  Corporation  (the  "Selling
Stockholder")  of 784,025 shares (the "Shares") of Common Stock,  $.01 par value
(the "Common Stock") that have been issued by Danaher to the Selling Stockholder
upon  the  exercise  of  outstanding  stock  options  granted  pursuant  to  the
Non-Qualified  Stock Option Agreement dated February 7, 1990 between the Selling
Stockholder and Danaher (the "Plan"). The Shares may be reoffered and resold for
the  account of the  Selling  Stockholder,  from time to time,  pursuant to this
Prospectus.  Danaher will not receive any of the  proceeds  from the reoffer and
resale of the Shares.

     The  Common  Stock of  Danaher  is  traded on the New York  Stock  Exchange
("NYSE") and the Pacific  Exchange  ("PE") under the symbol "DHR". On August 11,
2000, the last reported sale price of the Common Stock, as reported on the NYSE,
was $55.4375.

     These  securities  have not been approved or  disapproved by the Securities
and  Exchange  Commission  or  any  state  securities  commission  nor  has  the
Commission  or any state  securities  commission  passed  upon the  accuracy  or
adequacy of this Prospectus.  Any  representation  to the contrary is a criminal
offense.
                _______________________________________________

                 The date of this Prospectus is August 15, 2000.


<PAGE>

                    WHERE YOU CAN GET ADDITIONAL INFORMATION

     We file annual,  quarterly and special reports,  proxy statements and other
information  with the SEC. Our SEC filings are  available to the public over the
Internet at the SEC"s web site at http://www.sec.gov. You may also read and copy
any document we file at the SEC's public  reference  rooms at 450 Fifth  Street,
N.W., Washington,  D.C., and in New York, New York and Chicago, Illinois. Please
call the SEC at 1-800-732-0330  for further  information on the public reference
rooms.
     The SEC allows us to  "incorporate  by reference"  the  information we file
with them,  which means that we can  disclose  important  information  to you by
referring you to these documents.  The information  incorporated by reference is
an important part of this  prospectus,  and information  that we file later with
the SEC will automatically update and supersede this information. We incorporate
by reference the documents listed below and any future filings made with the SEC
under  the  Securities   Exchange  Act  of  1934,  prior  to  the  filing  of  a
post-effective  amendment that  indicates that all securities  offered have been
sold or that deregisters all securities then remaining unsold:

o    Our Annual Report on Form 10-K for the year ended December 31, 1999,  filed
     on March 21,  2000, our Definitive Proxy Statement on Schedule 14A filed on
     March 22,  2000, our Quarterly  Reports on Form 10-Q for the quarters ended
     March 31, 2000,  filed on April 19, 2000 and ended June 30, 2000,  filed on
     July 20, 2000;

o    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; and

o    The  description  of our common  stock in our Form 8-B filed on November 3,
     1986, as amended.

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

                  Danaher Corporation
                  1250 24th Street, N.W.
                  Washington, D.C.  20037
                  Attention:  Controller
                  (202) 828-0850

     You  should  rely only on the  information  incorporated  by  reference  or
provided in this  prospectus or any  prospectus  supplement.  Neither we nor the
selling  stockholder  has  authorized  anyone else to provide you with different
information.  Neither we nor the selling stockholder is making an offer of these
securities in any state where the state does not permit an offer. You should not
assume that the  information in this prospectus is accurate as of any date other
than the date on the front of the prospectus.

     Danaher  has  filed  with  the SEC a  Registration  Statement  on Form  S-8
(together with all amendments and exhibits  thereto,  "Registration  Statement")
under the Securities Act of 1933, as amended (the  "Securities  Act"),  covering
the securities offered hereby. This prospectus,  which constitutes a part of the
Registration Statement, does not contain all of the information set forth in the
Registration Statement,  certain parts of which are omitted from this Prospectus
in  accordance   with  the  rules  and  regulations  of  the  SEC.  For  further
information, reference is made to the Registration Statement.

     To the extent that any proxy statement is incorporated by reference herein,
such  incorporation  shall not include any  information  contained in such proxy
statement  that is not,  pursuant to the SEC's rules,  deemed to be "filed" with
the SEC or subject to the liabilities of Section 18 of the Exchange Act.


<PAGE>


                             DESCRIPTION OF BUSINESS

     Danaher   conducts   its   operations   through  two   business   segments:
Process/Environmental Controls and Tools and Components.

Process/Environmental Controls

     The  Process/Environmental  Controls segment is comprised of: Hach Company,
Fluke,   Veeder-Root,   Danaher  Controls,   Partlow/West,   American  Precision
Industries, Inc., Kollmorgen Corporation, Warner Electric, Anderson Instruments,
West  Instruments,   QualiTROL  Corporation,   A.L.  Hyde  Company,   Hengstler,
McCrometer,  the controls product line business units of Joslyn  Corporation and
Pacific Scientific Company, Namco Controls,  Dolan-Jenner, Atlas Copco Controls,
M&M Precision Systems,  Communications Technology Corporation,  Gems Sensors and
the  Dr.  Bruno  Lange  Group.   These  companies   produce  and  sell  compact,
professional  electronic  test tools,  underground  storage tank leak  detection
systems and motion, position, speed, temperature, level and position 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.  These  products  are  distributed  by  the
Company's sales personnel and independent  representatives to original equipment
manufacturers, distributors and other end users.

Tools and Components

     The Tools and  Components  segment is  comprised  of the Danaher  Hand Tool
Group  (including  Special  Markets,  Professional  Tool Division and Asian Tool
Division), Matco Tools ("Matco"), Jacobs Chuck Manufacturing Company ("Jacobs"),
Delta  Consolidated  Industries  ("Delta"),   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.  Other
products manufactured by these companies include 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.

     Our  principal  executive  offices are located at 1250 24th  Street,  N.W.,
Washington, D.C. 20037. Our telephone number is (202) 828-0850.

                               RECENT DEVELOPMENTS

Eurobond Offering

          On July 26, 2000, Danaher issued  300,000,000  (Three Hundred Million
     Euros)  aggregate  principal  amount of notes. The notes bear interest at 6
     1/4  percent  per annum and will  mature on July 26,  2005 at 100% of their
     principal amount.  The proceeds of the Eurobond offering were used to repay
     a portion  of the  indebtedness  incurred  in  connection  with the  recent
     acquisitions of Kollmorgen Corporation, American Precision Industries, Inc.
     and Warner Electric.


                           FORWARD-LOOKING STATEMENTS

     Some of the  information  included or  incorporated  by  reference  in this
prospectus  discusses future  expectations,  contains  projections of results of

<PAGE>

operations or financial condition or states other  forward-looking  information.
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. These
statements are characterized by terms like: "believe,"  "anticipate,"  "should,"
"intend,"  "plan," "will,"  "expects,  "estimates,"  "projects,"  "positioned,"
"strategy," and similar  expressions.  These statements are based on assumptions
and  assessments we make in light of our experience and perception of historical
trends,  current  conditions,  expected future developments and other factors we
believe to be  appropriate.  These  forward-looking  statements are subject to a
number of risks and uncertainties, including:

o    continuation of our longstanding relationship with major customers;

o    our ability to integrate acquired businesses into our operations;

o    the extent to which acquired  businesses are able to meet our  expectations
     and operate profitably;

o    changes in regulations (particularly environmental regulations) which could
     affect demand for products in the  Process/Environmental  Controls segment;
     and

o    unanticipated  developments  that could occur with respect to environmental
     matters and litigation.

     In  addition,  we are  subject to risks and  uncertainties  that affect the
manufacturing sector generally,  including economic,  competitive,  governmental
and technological factors affecting our operations,  markets, products, services
and prices. Forward-looking statements are not guarantees of future performances
and actual results,  developments  and business  decisions may differ from those
statements. We disclaim any duty to update any forward-looking  statements,  all
of which are qualified by this discussion.

                                 USE OF PROCEEDS

     Danaher will not receive any of the proceeds from the reoffer and resale of
the Shares by the Selling Stockholder.

                               SELLING STOCKHOLDER

     The 784,025 Shares  subject to this offering may be offered  hereunder from
time to time by George  M.  Sherman,  the  Selling  Stockholder,  so long as the
Registration  Statement of which this Prospectus forms a part remains effective.
These  Shares  were  issued  upon  exercise  of  options  held  by  the  Selling
Stockholder   under  the  Plan.  Prior  to  the  offering,   George  M.  Sherman
beneficially owned 3,529,088 shares, which constituted approximately 2.5% of our
common  stock  as  of  August  11,  2000.  After  the  offering,   he  will  own
approximately  2,745,063  shares,  which  constitute  approximately  1.9% of our
common stock as of August 11, 2000.


                              PLAN OF DISTRIBUTION

     The Selling  Stockholder  has advised Danaher that the resale of his Shares
may be  effected  from  time  to time on the  NYSE or the PE,  or in  negotiated
transactions,  or a  combination  of such methods of sale, at fixed prices which
may be  changed,  at market  prices  prevailing  at the time of sale,  at prices
related to such prevailing market prices, or at negotiated prices.

                                  LEGAL MATTERS

     The validity of the Danaher common stock offered by the Selling Stockholder
in this  prospectus  was passed upon for Danaher by Wilmer,  Cutler & Pickering,
Washington, D.C.


<PAGE>

                                     EXPERTS

     The  consolidated  financial  statements  and  schedules  within the Annual
Report on Form 10-K  incorporated  by reference in this prospectus and elsewhere
in the  registration  statement  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 accounting and auditing in giving said reports.




<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

         Incorporated by reference from Part I.

Item 4.  Description of Securities

         Incorporated by reference from Part I.

Item 5.  Interests of Named Experts and Counsel

         Incorporated by reference from Part I.

Item 6.  Indemnification of Directors and Officers

     Section 145 of the Delaware General  Corporation Law ("DGCL")  authorizes a
court to award,  or a  corporation's  board of directors  to grant  indemnity to
directors and officers  under some  circumstances  for  liabilities  incurred in
connection with their activities in such capacities (including reimbursement for
expenses  incurred).  The Registrant's  Certificate of Incorporation and By-laws
provide that it will  indemnify  its  directors  and officers to the full extent
permitted by law and that no director  shall be liable for  monetary  damages to
the Registrant or its stockholders  for any breach of fiduciary duty,  except to
the extent  provided by applicable law (i) for any breach of the director's duty
of loyalty to the Registrant or its stockholders, (ii) for acts or omissions not
in good faith or which involve intentional  misconduct or a knowing violation of
law, (iii) pursuant to Section 174 of the DGCL, or (iv) for any transaction from
which such director  derived an improper  personal  benefit.  The Registrant has
entered into agreements with each of its executive  officers and directors under
which the Registrant  has agreed to indemnify each of them against  expenses and
losses  incurred  for claims  brought  against  them by reason of their being an
officer  or  director  of the  Registrant.  There is no  pending  litigation  or
proceeding  involving  a  director  or  officer  of the  Registrant  as to which
indemnification  is being sought,  nor is the Registrant aware of any pending or
threatened  litigation  that may  result in claims  for  indemnification  by any
director or executive officer.

Item 7.  Exemption from Registration Claimed

     With respect to the  restricted  securities to be reoffered or resold under
this  Registration  Statement,  the  issuance of such shares of Common Stock was
exempt from registration under to Section 4(2) of the Securities Act of 1933, as
amended (the "Act"),  based upon the following facts. Such shares were issued to
a person who was an executive  officer of Danaher at the time of the issuance of
the option and at the time of exercise of the option,  who  acquired  the shares
for investment, and who had sufficient knowledge and experience in financial and
business  matters that he was capable of evaluating  the merits and risks of the
investment.

Item 8.  Exhibits

         See the Exhibit Index

Item 9.  Undertakings

         The undersigned registrant hereby undertakes:

     (1) To file,  during any period in which  offers or sales are being made, a
post-effective  amendment  to this  registration  statement:  (i) to include any
prospectus  required by Section  10(a)(3) of the Securities Act of 1933; (ii) to

<PAGE>

reflect in the  prospectus  any facts or events arising after the effective date
of the  registration  statement  (or the most  recent  post-effective  amendment
thereof) which, individually or in the aggregate, represent a fundamental change
in the information set forth in the registration statement; (iii) to include any
material  information  with respect to the plan of  distribution  not previously
disclosed  in  the  registration  statement  or  any  material  change  to  such
information in the registration  statement;  except,  in the case of phrases (i)
and (ii),  to the extent the  information  required  is  contained  in  periodic
reports filed by the  registrant  pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated herein by reference.

     (2) That, for the purpose of determining any liability under the Securities
Act of 1933,  each  such  post-effective  amendment  shall be deemed to be a new
registration  statement  relating to the  securities  offered  therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

     (3) To remove from registration by means of a post-effective  amendment any
of the securities being registered which remain unsold at the termination of the
offering.

     The  undersigned   registrant  hereby  undertakes  that,  for  purposes  of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act of 1934)  that is  incorporated  by  reference  in the
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors,  officers and controlling  persons of the
registrant  pursuant to the  provisions  set forth in Item 6, or otherwise,  the
registrant  has been advised that in the opinion of the  Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore,  unenforceable. In the event that a claim for indemnification
against such  liabilities  (other than the payment by the registrant of expenses
incurred or paid by a director,  officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

<PAGE>

                                   SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the District of Columbia, on August 14, 2000.

                                           DANAHER CORPORATION


                                           By:    ______________________________
                                                  Christopher C. McMahon
                                                  Vice President and Controller
                                                  (Principal Accounting Officer)



<PAGE>


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


Date: August 14, 2000             By:                 *
                                        ---------------------------------------
                                         George M. Sherman
                                         President and Chief Executive Officer
                                         (Principal Executive Officer)

Date: August 14, 2000             By:                  *
                                         ---------------------------------------
                                         Patrick W. Allender
                                         Executive Vice President, Chief
                                         Financial Officer and Secretary
                                         (Principal Financial Officer)

Date: August 14, 2000             By:                     *
                                         ---------------------------------------

                                         Mortimer M. Caplin
                                         Director

Date: August 14, 2000             By:                    *
                                         ---------------------------------------
                                         Donald J. Ehrlich
                                         Director

Date: August 14, 2000             By:                     *
                                         ---------------------------------------
                                         Walter G. Lohr, Jr.
                                         Director

Date: August 14, 2000             By:                     *
                                         ---------------------------------------
                                         Mitchell P. Rales
                                         Director and Chairman of the Executive
                                         Committee

Date: August 14, 2000             By:                     *
                                         ---------------------------------------
                                         Steven M. Rales
                                         Director and Chairman of the Board

Date: August 14, 2000             By:                     *
                                         ---------------------------------------
                                         A. Emmet Stephenson, Jr.
                                         Director

Date: August 14, 2000             By:                     *
                                         ---------------------------------------
                                         Alan G. Spoon
                                         Director

Date: August 14, 2000             By:     /s/  Christopher C. McMahon
                                         ---------------------------------------
                                         Christopher C. McMahon
                                         Vice President and Controller
                                         (Principal Accounting Officer)


   * By Christopher  C. McMahon under power of attorney  granted August 10, 2000
     and attached as Exhibit 24 to this Registration Statement.


<PAGE>

                                  EXHIBIT INDEX

        Exhibit Number                     Description
              4*                   Non-qualified Stock Option
                                   Agreement, dated February 7, 1990
              5                    Opinion of Wilmer, Cutler &
                                   Pickering
              23                   Consent of Wilmer, Cutler &
                                   Pickering (included in Exhibit 5)
             23.1                  Consent of Arthur Andersen LLP
              24                   Power of Attorney

*    Incorporated by reference to Form S-8 of the Corporation  dated October 24,
     1996 (File No. 333-14781)
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "FORM S-8", "secsgml_size_bytes": 27501}]
{"company-data": {"conformed-name": "DANAHER CORP /DE/", "cik": "0000313616", "assigned-sic": "3420", "irs-number": "591995548", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-43772", "film-number": "701769"}, "business-address": {"street1": "1250 24TH ST NW", "street2": "SUITE 800", "city": "WASHINGTON", "state": "DC", "zip": "20037", "phone": "2028280850"}, "mail-address": {"street1": "1250 24TH STREET NW", "street2": "SUITE 800", "city": "WASHINGTON", "state": "DC", "zip": "20037"}, "former-company": {"former-conformed-name": "DMG INC", "date-changed": "19850221"}}
As filed with the Securities and Exchange Commission on August 14, 2000
                                                    Registration No. 333-______
    ____________________________________________________________________________

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                               __________________

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                               __________________

                               DANAHER CORPORATION
             (Exact name of registrant as specified in its charter)

           Delaware                     59-1995548
 (State or other jurisdiction        (I.R.S. Employer
     of incorporation or            Identification No.)
        organization)

                             1250 24th Street, N.W.
                             Washington, D.C. 20037
                                 (202) 828-0850
 (Address, including zip code, and telephone number, including area code, of
                         registrant's principal executive
                                    offices)
                               __________________

                      NON-QUALIFIED STOCK OPTION AGREEMENT

                               Patrick W. Allender
         Executive Vice President, Chief Financial Officer and Secretary
                             1250 24th Street, N.W.
                              Washington, DC 20037
                                 (202) 828-0850
 (Name, address, including zip code, and telephone number, including area code,
                         of agent for service of process)

                               __________________

                                          CALCULATION OF REGISTRATION FEE
------------------------------------ ------------- ----------------------- ------------------------ ----------------
 Title of each class of securities    Amount to       Proposed maximum        Proposed maximum         Amount of
         to be registered                 be         offering price per      aggregate offering      registration
                                      registered          unit(1)                 price(1)                fee
------------------------------------ ------------- ----------------------- ------------------------ ----------------
------------------------------------ ------------- ----------------------- ------------------------ ----------------
Common Stock, $.01 par value.....       784,025          $53.31 (1)              $41,796,372.75 (1)    $11,034.24 (1)
------------------------------------ ------------- ----------------------- ------------------------ ----------------
(1)  In accordance with Rule 457(c), the aggregate offering price and the amount
     of the  registration  fee are  computed  on the basis of the average of the
     high and low prices  reported  by the New York Stock  Exchange on August 8,
     2000.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

                                   PROSPECTUS

                                 784,025 Shares

                               DANAHER CORPORATION

                                  Common Stock

     This Prospectus relates to the reoffer and resale by George M. Sherman, the
President  and Chief  Executive  Officer of Danaher  Corporation  (the  "Selling
Stockholder")  of 784,025 shares (the "Shares") of Common Stock,  $.01 par value
(the "Common Stock") that have been issued by Danaher to the Selling Stockholder
upon  the  exercise  of  outstanding  stock  options  granted  pursuant  to  the
Non-Qualified  Stock Option Agreement dated February 7, 1990 between the Selling
Stockholder and Danaher (the "Plan"). The Shares may be reoffered and resold for
the  account of the  Selling  Stockholder,  from time to time,  pursuant to this
Prospectus.  Danaher will not receive any of the  proceeds  from the reoffer and
resale of the Shares.

     The  Common  Stock of  Danaher  is  traded on the New York  Stock  Exchange
("NYSE") and the Pacific  Exchange  ("PE") under the symbol "DHR". On August 11,
2000, the last reported sale price of the Common Stock, as reported on the NYSE,
was $55.4375.

     These  securities  have not been approved or  disapproved by the Securities
and  Exchange  Commission  or  any  state  securities  commission  nor  has  the
Commission  or any state  securities  commission  passed  upon the  accuracy  or
adequacy of this Prospectus.  Any  representation  to the contrary is a criminal
offense.
                _______________________________________________

                 The date of this Prospectus is August 15, 2000.
WHERE YOU CAN GET ADDITIONAL INFORMATION

     We file annual,  quarterly and special reports,  proxy statements and other
information  with the SEC. Our SEC filings are  available to the public over the
Internet at the SEC"s web site at http://www.sec.gov. You may also read and copy
any document we file at the SEC's public  reference  rooms at 450 Fifth  Street,
N.W., Washington,  D.C., and in New York, New York and Chicago, Illinois. Please
call the SEC at 1-800-732-0330  for further  information on the public reference
rooms.
     The SEC allows us to  "incorporate  by reference"  the  information we file
with them,  which means that we can  disclose  important  information  to you by
referring you to these documents.  The information  incorporated by reference is
an important part of this  prospectus,  and information  that we file later with
the SEC will automatically update and supersede this information. We incorporate
by reference the documents listed below and any future filings made with the SEC
under  the  Securities   Exchange  Act  of  1934,  prior  to  the  filing  of  a
post-effective  amendment that  indicates that all securities  offered have been
sold or that deregisters all securities then remaining unsold:

o    Our Annual Report on Form 10-K for the year ended December 31, 1999,  filed
     on March 21,  2000, our Definitive Proxy Statement on Schedule 14A filed on
     March 22,  2000, our Quarterly  Reports on Form 10-Q for the quarters ended
     March 31, 2000,  filed on April 19, 2000 and ended June 30, 2000,  filed on
     July 20, 2000;

o    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; and

o    The  description  of our common  stock in our Form 8-B filed on November 3,
     1986, as amended.

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

                  Danaher Corporation
                  1250 24th Street, N.W.
                  Washington, D.C.  20037
                  Attention:  Controller
                  (202) 828-0850

     You  should  rely only on the  information  incorporated  by  reference  or
provided in this  prospectus or any  prospectus  supplement.  Neither we nor the
selling  stockholder  has  authorized  anyone else to provide you with different
information.  Neither we nor the selling stockholder is making an offer of these
securities in any state where the state does not permit an offer. You should not
assume that the  information in this prospectus is accurate as of any date other
than the date on the front of the prospectus.

     Danaher  has  filed  with  the SEC a  Registration  Statement  on Form  S-8
(together with all amendments and exhibits  thereto,  "Registration  Statement")
under the Securities Act of 1933, as amended (the  "Securities  Act"),  covering
the securities offered hereby. This prospectus,  which constitutes a part of the
Registration Statement, does not contain all of the information set forth in the
Registration Statement,  certain parts of which are omitted from this Prospectus
in  accordance   with  the  rules  and  regulations  of  the  SEC.  For  further
information, reference is made to the Registration Statement.

     To the extent that any proxy statement is incorporated by reference herein,
such  incorporation  shall not include any  information  contained in such proxy
statement  that is not,  pursuant to the SEC's rules,  deemed to be "filed" with
the SEC or subject to the liabilities of Section 18 of the Exchange Act.
DESCRIPTION OF BUSINESS

     Danaher   conducts   its   operations   through  two   business   segments:
Process/Environmental Controls and Tools and Components.

Process/Environmental Controls

     The  Process/Environmental  Controls segment is comprised of: Hach Company,
Fluke,   Veeder-Root,   Danaher  Controls,   Partlow/West,   American  Precision
Industries, Inc., Kollmorgen Corporation, Warner Electric, Anderson Instruments,
West  Instruments,   QualiTROL  Corporation,   A.L.  Hyde  Company,   Hengstler,
McCrometer,  the controls product line business units of Joslyn  Corporation and
Pacific Scientific Company, Namco Controls,  Dolan-Jenner, Atlas Copco Controls,
M&M Precision Systems,  Communications Technology Corporation,  Gems Sensors and
the  Dr.  Bruno  Lange  Group.   These  companies   produce  and  sell  compact,
professional  electronic  test tools,  underground  storage tank leak  detection
systems and motion, position, speed, temperature, level and position 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.  These  products  are  distributed  by  the
Company's sales personnel and independent  representatives to original equipment
manufacturers, distributors and other end users.

Tools and Components

     The Tools and  Components  segment is  comprised  of the Danaher  Hand Tool
Group  (including  Special  Markets,  Professional  Tool Division and Asian Tool
Division), Matco Tools ("Matco"), Jacobs Chuck Manufacturing Company ("Jacobs"),
Delta  Consolidated  Industries  ("Delta"),   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.  Other
products manufactured by these companies include 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.

     Our  principal  executive  offices are located at 1250 24th  Street,  N.W.,
Washington, D.C. 20037. Our telephone number is (202) 828-0850.

                               RECENT DEVELOPMENTS

Eurobond Offering

          On July 26, 2000, Danaher issued  300,000,000  (Three Hundred Million
     Euros)  aggregate  principal  amount of notes. The notes bear interest at 6
     1/4  percent  per annum and will  mature on July 26,  2005 at 100% of their
     principal amount.  The proceeds of the Eurobond offering were used to repay
     a portion  of the  indebtedness  incurred  in  connection  with the  recent
     acquisitions of Kollmorgen Corporation, American Precision Industries, Inc.
     and Warner Electric.

                           FORWARD-LOOKING STATEMENTS

     Some of the  information  included or  incorporated  by  reference  in this
prospectus  discusses future  expectations,  contains  projections of results of
operations or financial condition or states other  forward-looking  information.
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. These
statements are characterized by terms like: "believe,"  "anticipate,"  "should,"
"intend,"  "plan," "will,"  "expects,  "estimates,"  "projects,"  "positioned,"
"strategy," and similar  expressions.  These statements are based on assumptions
and  assessments we make in light of our experience and perception of historical
trends,  current  conditions,  expected future developments and other factors we
believe to be  appropriate.  These  forward-looking  statements are subject to a
number of risks and uncertainties, including:

o    continuation of our longstanding relationship with major customers;

o    our ability to integrate acquired businesses into our operations;

o    the extent to which acquired  businesses are able to meet our  expectations
     and operate profitably;

o    changes in regulations (particularly environmental regulations) which could
     affect demand for products in the  Process/Environmental  Controls segment;
     and

o    unanticipated  developments  that could occur with respect to environmental
     matters and litigation.

     In  addition,  we are  subject to risks and  uncertainties  that affect the
manufacturing sector generally,  including economic,  competitive,  governmental
and technological factors affecting our operations,  markets, products, services
and prices. Forward-looking statements are not guarantees of future performances
and actual results,  developments  and business  decisions may differ from those
statements. We disclaim any duty to update any forward-looking  statements,  all
of which are qualified by this discussion.

                                 USE OF PROCEEDS

     Danaher will not receive any of the proceeds from the reoffer and resale of
the Shares by the Selling Stockholder.

                               SELLING STOCKHOLDER

     The 784,025 Shares  subject to this offering may be offered  hereunder from
time to time by George  M.  Sherman,  the  Selling  Stockholder,  so long as the
Registration  Statement of which this Prospectus forms a part remains effective.
These  Shares  were  issued  upon  exercise  of  options  held  by  the  Selling
Stockholder   under  the  Plan.  Prior  to  the  offering,   George  M.  Sherman
beneficially owned 3,529,088 shares, which constituted approximately 2.5% of our
common  stock  as  of  August  11,  2000.  After  the  offering,   he  will  own
approximately  2,745,063  shares,  which  constitute  approximately  1.9% of our
common stock as of August 11, 2000.

                              PLAN OF DISTRIBUTION

     The Selling  Stockholder  has advised Danaher that the resale of his Shares
may be  effected  from  time  to time on the  NYSE or the PE,  or in  negotiated
transactions,  or a  combination  of such methods of sale, at fixed prices which
may be  changed,  at market  prices  prevailing  at the time of sale,  at prices
related to such prevailing market prices, or at negotiated prices.

                                  LEGAL MATTERS

     The validity of the Danaher common stock offered by the Selling Stockholder
in this  prospectus  was passed upon for Danaher by Wilmer,  Cutler & Pickering,
Washington, D.C.
EXPERTS

     The  consolidated  financial  statements  and  schedules  within the Annual
Report on Form 10-K  incorporated  by reference in this prospectus and elsewhere
in the  registration  statement  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 accounting and auditing in giving said reports.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

         Incorporated by reference from Part I.

Item 4.  Description of Securities

         Incorporated by reference from Part I.

Item 5.  Interests of Named Experts and Counsel

         Incorporated by reference from Part I.

Item 6.  Indemnification of Directors and Officers

     Section 145 of the Delaware General  Corporation Law ("DGCL")  authorizes a
court to award,  or a  corporation's  board of directors  to grant  indemnity to
directors and officers  under some  circumstances  for  liabilities  incurred in
connection with their activities in such capacities (including reimbursement for
expenses  incurred).  The Registrant's  Certificate of Incorporation and By-laws
provide that it will  indemnify  its  directors  and officers to the full extent
permitted by law and that no director  shall be liable for  monetary  damages to
the Registrant or its stockholders  for any breach of fiduciary duty,  except to
the extent  provided by applicable law (i) for any breach of the director's duty
of loyalty to the Registrant or its stockholders, (ii) for acts or omissions not
in good faith or which involve intentional  misconduct or a knowing violation of
law, (iii) pursuant to Section 174 of the DGCL, or (iv) for any transaction from
which such director  derived an improper  personal  benefit.  The Registrant has
entered into agreements with each of its executive  officers and directors under
which the Registrant  has agreed to indemnify each of them against  expenses and
losses  incurred  for claims  brought  against  them by reason of their being an
officer  or  director  of the  Registrant.  There is no  pending  litigation  or
proceeding  involving  a  director  or  officer  of the  Registrant  as to which
indemnification  is being sought,  nor is the Registrant aware of any pending or
threatened  litigation  that may  result in claims  for  indemnification  by any
director or executive officer.

Item 7.  Exemption from Registration Claimed

     With respect to the  restricted  securities to be reoffered or resold under
this  Registration  Statement,  the  issuance of such shares of Common Stock was
exempt from registration under to Section 4(2) of the Securities Act of 1933, as
amended (the "Act"),  based upon the following facts. Such shares were issued to
a person who was an executive  officer of Danaher at the time of the issuance of
the option and at the time of exercise of the option,  who  acquired  the shares
for investment, and who had sufficient knowledge and experience in financial and
business  matters that he was capable of evaluating  the merits and risks of the
investment.

Item 8.  Exhibits

         See the Exhibit Index

Item 9.  Undertakings

         The undersigned registrant hereby undertakes:

     (1) To file,  during any period in which  offers or sales are being made, a
post-effective  amendment  to this  registration  statement:  (i) to include any
prospectus  required by Section  10(a)(3) of the Securities Act of 1933; (ii) to
reflect in the  prospectus  any facts or events arising after the effective date
of the  registration  statement  (or the most  recent  post-effective  amendment
thereof) which, individually or in the aggregate, represent a fundamental change
in the information set forth in the registration statement; (iii) to include any
material  information  with respect to the plan of  distribution  not previously
disclosed  in  the  registration  statement  or  any  material  change  to  such
information in the registration  statement;  except,  in the case of phrases (i)
and (ii),  to the extent the  information  required  is  contained  in  periodic
reports filed by the  registrant  pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated herein by reference.

     (2) That, for the purpose of determining any liability under the Securities
Act of 1933,  each  such  post-effective  amendment  shall be deemed to be a new
registration  statement  relating to the  securities  offered  therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

     (3) To remove from registration by means of a post-effective  amendment any
of the securities being registered which remain unsold at the termination of the
offering.

     The  undersigned   registrant  hereby  undertakes  that,  for  purposes  of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act of 1934)  that is  incorporated  by  reference  in the
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors,  officers and controlling  persons of the
registrant  pursuant to the  provisions  set forth in Item 6, or otherwise,  the
registrant  has been advised that in the opinion of the  Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore,  unenforceable. In the event that a claim for indemnification
against such  liabilities  (other than the payment by the registrant of expenses
incurred or paid by a director,  officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the District of Columbia, on August 14, 2000.

                                           DANAHER CORPORATION

                                           By:    ______________________________
                                                  Christopher C. McMahon
                                                  Vice President and Controller
                                                  (Principal Accounting Officer)
Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.

Date: August 14, 2000             By:                 *
                                        ---------------------------------------
                                         George M. Sherman
                                         President and Chief Executive Officer
                                         (Principal Executive Officer)

Date: August 14, 2000             By:                  *
                                         ---------------------------------------
                                         Patrick W. Allender
                                         Executive Vice President, Chief
                                         Financial Officer and Secretary
                                         (Principal Financial Officer)

Date: August 14, 2000             By:                     *
                                         ---------------------------------------

                                         Mortimer M. Caplin
                                         Director

Date: August 14, 2000             By:                    *
                                         ---------------------------------------
                                         Donald J. Ehrlich
                                         Director

Date: August 14, 2000             By:                     *
                                         ---------------------------------------
                                         Walter G. Lohr, Jr.
                                         Director

Date: August 14, 2000             By:                     *
                                         ---------------------------------------
                                         Mitchell P. Rales
                                         Director and Chairman of the Executive
                                         Committee

Date: August 14, 2000             By:                     *
                                         ---------------------------------------
                                         Steven M. Rales
                                         Director and Chairman of the Board

Date: August 14, 2000             By:                     *
                                         ---------------------------------------
                                         A. Emmet Stephenson, Jr.
                                         Director

Date: August 14, 2000             By:                     *
                                         ---------------------------------------
                                         Alan G. Spoon
                                         Director

Date: August 14, 2000             By:     /s/  Christopher C. McMahon
                                         ---------------------------------------
                                         Christopher C. McMahon
                                         Vice President and Controller
                                         (Principal Accounting Officer)

   * By Christopher  C. McMahon under power of attorney  granted August 10, 2000
     and attached as Exhibit 24 to this Registration Statement.
EXHIBIT INDEX

        Exhibit Number                     Description
              4*                   Non-qualified Stock Option
                                   Agreement, dated February 7, 1990
              5                    Opinion of Wilmer, Cutler &
                                   Pickering
              23                   Consent of Wilmer, Cutler &
                                   Pickering (included in Exhibit 5)
             23.1                  Consent of Arthur Andersen LLP
              24                   Power of Attorney

*    Incorporated by reference to Form S-8 of the Corporation  dated October 24,
     1996 (File No. 333-14781)