As filed with the Securities and Exchange Commission on July 17,
     1996
                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
     (State or other jurisdiction of
     incorporation or organization)
     59-1995548
     (I.R.S. employer
     identification number)
     
                                  
                 1250 24th Street, N.W. , Suite 800
                       Washington, D.C. 20037
                                  
              (Address of Principal Executive Offices)
                                  
             DANAHER CORPORATION 1987 STOCK OPTION PLAN
                     (As Amended, May 15, 1996)
                                  
                                  
                         GEORGE M. SHERMAN
               President and Chief Executive Officer
                        Danaher Corporation
          1250 24th Street, N.W., Suite 800
                    Washington, D.C. 20037
                        (202) 828-0850
     (Name and address, including zip code, and telephone number,
          including area code, of agent for service)
                               
     
     
     CALCULATION OF REGISTRATION FEE
     
     
     
     
     
     
                       Title of Securities
                        To Be Registered
     
                             Amount
                              To Be
                            Registered
                            Proposed
                             Maximum
                            Offering
     Price
                            Per Share
                            Proposed
                             Maximum
                            Aggregate
                            Offering
     Price
     
     
                            Amount of
                          Registration
     Fee
     
     
     Shares of Common Stock
     (par value $.01 per
     share). . . . . . . . . . . . . . . . . . . . . . . . . . . 
     
     1,400,00
     0(1)
     
      $36.125
     (2)        
        
     
     $50,575,00
     0(2)
     
      
     $15,804.69(
     2)
     
     
     Options with respect to
     the foregoing shares of
     Common Stock. . . . . . . . . . . . . . . . . . . . . . . . 
     
     
     1,400,00
     0
     
     
     NA  
     
     
     NA  
     
     
     NA  
     
     
     Stock Appreciation
     Rights based on the
     foregoing shares of
     Common Stock. . . . . . . . . . . . . . . . . . . . . . . . 
     
     
     1,400,00
     0
     
     
     NA  
     
     
     NA  
     
     
     NA  
     
     
     (1)  The offering made herein relates to 1,400,000 shares of
               Common Stock of Danaher Corporation (the  Corporation ) that
               are issuable upon the exercise of stock options or upon the
               exercise of stock appreciation rights related to such
               options that have been or will be granted by the
               Corporation, without cash consideration, to certain key
               employees of the Corporation and its subsidiaries under its
               1987 Stock Option Plan (as amended May 15, 1996).
     
     (2)  Pursuant to Rule 457, the proposed maximum offering price
               per share, proposed maximum aggregate offering price and
               amount of registration fee are based upon the average of the
               high and low prices of Registrant's Common Stock on July 16,
               1996 as reported in The Wall Street Journal (Eastern
               Edition) on July 17, 1996.
     
     
          INFORMATION REQUIRED BY GENERAL INSTRUCTION E
     
          In accordance with General Instruction E, Danaher
     Corporation (the  Corporation ) submits the following information
     with respect to the registration of 1,400,000 shares of additional
     securities:
     
          INCORPORATION OF DOCUMENTS BY REFERENCE
     
          The following documents have been filed by the Corporation
     with the Securities and Exchange Commission and are incorporated
     herein by reference:
     
          (a)  The Corporation's Annual Report on Form 10-K for the
     fiscal year ended December 31, 1995;
     
          (b)  All other reports filed by the Corporation pursuant to
     Section 13 or 15(d) of the Securities and Exchange Act of 1934
     since December 31, 1995, including the Corporation's Quarterly
     Report on Form 10-Q for the quarters ended March 29, 1996; and
     June 28, 1996;
     
          (c)  The description of the Corporation's Common Stock
     contained in the Registration Statement on Form 8-B filed with the
     Securities and Exchange Commission on November 3, 1986; and
     
          (d)  The Registration Statements, on Form S-8, dated April
     29, 1988 (File No. 33-21618); dated December 5, 1989 (File No. 33-
     32402); dated July 23, 1992 (File No. 33-49864); and dated July
     21, 1994 (File No. 33-54669).
     
          All documents subsequently filed by the Corporation pursuant
     to Sections 13, 14 and 15(d) of the 1934 Act subsequent to the
     date of this Registration Statement and prior to the filing of a
     post effective amendment which indicates that all securities
     offered have been sold or which deregisters all securities then
     remaining unsold, shall be deemed to be incorporated by reference
     in this Registration Statement and to be a part hereof from the
     date of filing of such documents.  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 Registration Statement to the extent that a statement
     contained herein or in any other subsequently filed document which
     also is or is deemed to be incorporated by reference herein
     modifies or supersedes such statement.  The documents required to
     be so modified or superseded shall not be deemed, except as so
     modified and superseded, to constitute a part of this Registration
     Statement.
     
     
     
          INFORMATION REQUIRED IN THE NEW REGISTRATION STATEMENT THAT
               IS NOT IN THE EARLIER REGISTRATION STATEMENTS
     
     
                     1987 STOCK OPTION PLAN
     
          The Danaher Corporation 1987 Stock Option Plan (the  1987
     Plan ) was adopted by the Board of Directors on September 21,
     1987.  It was approved by the shareholders of the Corporation on
     October 20, 1987.  The Board of Directors and the shareholders
     have approved amendments to the 1987 Plan and have increased the
     number of shares available for award from 500,000 to 3,600,000
     shares.  On March 12, 1996, the Board of Directors approved an
     amendment to the 1987 Plan to increase the number of shares
     available for award from 3,600,000 to 5,000,000 shares; to extend
     the period for the award of stock options or stock appreciation
     rights to February 23, 2006; and to increase the number of shares
     that may be issued to any individual with respect to awards made
     under the Plan from 500,000 to 1,000,000 shares.  On May 15, 1996,
     the shareholders of the Corporation approved this amendment.
     
          Securities Subject to the 1987 Plan
     
          The Danaher Corporation 1987 Stock Option Plan provides for
     the grant of options to purchase up to 5,000,000 shares of Common
     Stock.  The Common Stock to be issued under the Plan will be
     issued directly by the Corporation.  No fees, commissions, or
     other charges will be assessed against option holders, or affect
     the number of shares of Common Stock awarded to an option holder
     pursuant to the exercise of an option, or affect the amount paid
     to an option holder under any stock appreciation right granted
     under the 1987 Plan.
     
          In the event of any change in the number of issued shares of
     Common Stock resulting from a subdivision or consolidation of
     shares or other capital adjustment, or the payment of a stock
     dividend or other increase or decrease in such shares, the 1987
     Plan provides that appropriate adjustments shall be made with
     respect to outstanding stock options and stock appreciation rights
     and the aggregate number of shares of Common Stock on which stock
     options and stock appreciation rights may be granted to
     participants pursuant to the 1987 Plan.  In the event that any
     outstanding stock option or stock appreciation right lapses or the
     rights of the participant to whom it was granted terminate, any
     shares of Common Stock subject to such stock option or stock
     appreciation right shall again be available for grant under the
     1987 Plan.
     
          Exercise of Options
     
          The option price per share for non-qualified stock options
     granted under the 1987 Plan is determined by the Board of
     Directors or the Committee and may not be less than 85% of the
     fair market value of a share of Common Stock on the date of
     granting the stock options.  For purposes of the 1987 Plan,  fair
     market value  is the average of the bid and asked prices for
     Common Stock on the date of grant, as reported by a recognized
     quotation service, or if there are not quotations on the grant
     date, on the date nearest proceeding on which quotations are
     reported.  In the absence of such quotations, or if the Common
     Stock is not publicly traded,  fair market value  is determined by
     the Board of Directors or the Committee. 
     
          Upon exercise, the option price is to be paid in full in
     cash or, in the discretion of the Board of Directors or the
     Committee, in Common Stock owned by the optionee having a fair
     market value on date of exercise equal to the option price or in
     any combination of cash and Common Stock.
     
          Each non-qualified stock option and related stock
     appreciation right granted under the 1987 Plan shall expire not
     more than 10 years from the date the stock option is granted.  The
     Board of Directors or the Committee may in its discretion provide
     that a stock option or stock appreciation right may not be
     exercised in whole or in part for any period or periods of time
     specified by the Board of Directors or the Committee.  If not
     immediately exercisable in full, the Board of Directors or the
     Committee may accelerate the time at which a stock option or stock
     appreciation right may be exercised.
     
          Stock Appreciation Rights
     
          In the discretion of the Board of Directors or the
     Committee, any or all option holders may be given the right, at
     any time during the option period, to surrender all or part of
     their stock options and to receive directly from the Corporation a
     payment equal to the appreciation that would have been realized on
     the shares of Common Stock had the related stock options been
     exercised and the acquired shares of Common Stock been sold for
     their fair market value.
     
          The amounts payable by the Corporation upon exercise of a
     stock appreciation right may be paid in cash, in Common Stock or
     in any combination of cash and Common Stock as the Board of
     Directors or the Committee in its sole discretion shall determine. 
     In no event, however, shall the total number of shares which may
     be received pursuant to a stock appreciation right exceed the
     total number of shares subject to the related stock option.  The
     stock option to which a stock appreciation right is related shall
     be used not more than once to calculate the amount to be received
     pursuant to an exercise of such right.  The Board of Directors or
     the Committee may, in its sole discretion, prohibit the exercise
     of stock appreciation rights for such period or periods as it
     deems to be in the best interest of the Corporation.
     
          REQUIRED OPINIONS AND CONSENTS
     
     Exhibit        Description                        Sequential
     Number                                       Page No.
     
     5              Opinion of Wilmer, Cutler & Pickering   
     
     24A            Consent of Wilmer, Cutler & Pickering
                    (contained in Exhibit 5)
     
     24B            Consent of Arthur Andersen LLP
     
     25             Power of Attorney
     
     
                           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 this 17 day of July, 1996.
     
     
                                   DANAHER CORPORATION
     
          
     
                              By /s/ George M. Sherman         
                                   George M. Sherman, President
                                   and Chief Executive Officer
     
     
          Pursuant to the requirements of the Securities Act of 1933,
     this registration statement has been signed below by the following
     persons in the capacities and on the dates indicated.
     
     
     Principal Executive Officer:
     
     /s/ George M. Sherman                        July 17, 1996
     George M. Sherman, President
     and Chief Executive Officer
     
     
     /s/ Patrick W. Allender                      July 17, 1996
     Patrick W. Allender, Senior Vice 
     President and Chief Financial Officer
     
     
     Chief Accounting Officer and Controller:
     
     /s/ C. Scott Brannan                         July 17, 1996
     C. Scott Brannan, Controller
     
     
     A Majority of the Board of Directors:
     
     Mortimer M. Caplin, Donald J. Ehrlich, Walter G. Lohr, Jr.,
     Mitchell P. Rales, Steven M. Rales, George M. Sherman, A. Emmet
     Stephenson, Jr.
     
     By: /s/ C. Scott Brannan                          July 17, 1996
     
     C. Scott Brannan
     For Himself and As Attorney-in-Fact
     
          <PAGE>
                        POWER OF ATTORNEY
     
          KNOWN ALL MEN BY THESE PRESENTS, the undersigned Directors
     of Danaher Corporation, a Delaware corporation (the
      Corporation ), hereby constitute and appoint C. Scott Brannan the
     true and lawful agent and attorney-in-fact of the undersigned with
     full power and Statement of the Corporation on Form S-8 to be
     filed with the Securities and Exchange Commission under the
     Securities Act of 1933 and any amendment or supplements (including
     post effect amendments) to such Registration Statement relating to
     the purchase of shares of Common Stock of the Corporation pursuant
     to the Danaher Corporation 1987 Stock Option Plan.  We hereby
     ratify and confirm all acts taken by such agent and attorney-in-
     fact as herein authorized.
     
     Date:     July 17, 1996
     
     
     /s/ Mortimer M. Caplin      
     Mortimer M. Caplin
     
     
     /s/ Donald J. Ehrlich          
     Donald J. Ehrlich
     
     
     /s/ Walter G. Lohr, Jr.       
     Walter G. Lohr, Jr.
     
     
     /s/ Mitchell P. Rales          
     Mitchell P. Rales
     
     
     /s/ Steven M. Rales           
     Steven M. Rales
     
     
     /s/ George M. Sherman      
     George M. Sherman
     
     
     /s/ A. Emmet Stephenson, Jr.
     A. Emmet Stephenson, Jr.
     
     
     
          <PAGE>
                                                  
     EXHIBIT 5
     
     July 16, 1996
     
     
     
     Danaher Corporation
     1250 24th Street, N.W., Suite 800
     Washington, D.C. 20037
     
     
          Re:  1987 Stock Option Plan of Danaher Corporation
     
     
     Ladies and Gentlemen:
     
          We have acted as counsel to Danaher Corporation, a Delaware
     corporation (the "Corporation"), in connection with the
     preparation by the Company of a Registration Statement on Form S-8
     (the "Registration Statement") under the Securities Act of 1933,
     as amended, for the registration of 1,400,000 shares of Common
     Stock, $.01 par value per share (the "Shares") of the Corporation
     issuable pursuant to the 1987 Stock Option Plan of Danaher
     Corporation (the "Plan"), stock options relating to the Shares and
     stock appreciation rights relating to the Shares.
     
          For purposes of this opinion, we have examined copies of the
     following documents:
     
               i.        An executed copy of the Form S-8;
     
               ii.       A copy of the document disclosing material
                              information to Plan participants prepared
                              in connection with the Form S-8;
     
               iii.      A copy of the Plan, as certified on July
                              15, 1996 by the Secretary of the Company
                              as then being complete, accurate and in
                              effect;
     
               iv.       A copy of the Certificate of
                              Incorporation, as amended, as certified on
                              July 15, 1996 by the Secretary of the
                              Company as then being complete, accurate
                              and in effect;
          
               v.        A copy of the Bylaws of the Company, as
                              certified on July 15, 1996 by the
                              Secretary of the Company as then being
                              complete, accurate and in effect;
          
               vi.       A Unanimous Consent Resolution of the
                              Board of Directors of the Company
                              approving the Plan, dated July 15, 1996
                              certified by the Secretary of the Company
                              on July 15, 1996 as then being complete,
                              accurate and in effect.
     
          7.   A certificate of the Secretary of the Company, dated
                    July 15, 1996.
     
          In our examination of the aforesaid documents, we have
     assumed the genuineness of all signatures, the legal capacity of
     natural persons, the authenticity of all documents submitted to us
     as originals, and the conformity with the original documents of
     all documents submitted to us as certified, telecopied,
     photostatic, or reproduced copies.  We have assumed the accuracy
     of the foregoing certifications, on which we are relying, and have
     made no independent investigation thereof.
     
          We are members of the Bars of the District of Columbia and
     Maryland and do not hold ourselves out as being experts in the law
     of any other state.  This opinion is limited to the laws of the
     United States and the General Corporation Law of Maryland.  Our
     opinion is rendered only with respect to the laws and the rules,
     regulations and orders thereunder that are currently in effect.
     
          Based upon, subject to, and limited by the foregoing, we are
     of the opinion that:
     
          1.   The issuance of Shares in accordance with the terms of
                    the Plan has been lawfully and duly authorized.
     
          2.   The issuance of options in accordance with the terms
                    of the Plan has been lawfully and duly authorized.
     
          3.   The issuance of stock appreciation rights in
                    accordance with the terms of the Plan has been
                    lawfully and duly authorized.
     
          4.   The issuance of the Shares upon the exercise of
                    options and stock appreciation rights, when issued in
                    accordance with the terms of the Plan, has been
                    lawfully and duly authorized; and
     
          5.   When the Shares have been issued and delivered in
                    accordance with the terms of the Plan, the Shares will
                    be legally issued, fully paid and nonassessable.
     
          We assume no obligation to advise you of any changes in the
     foregoing subsequent to the delivery of this opinion.  This
     opinion has been prepared solely for your use in connection with
     the filing of the Form S-8 on July 15, 1996, and should not be
     quoted in whole or in part or otherwise be referred to, nor
     otherwise be filed with or furnished to any governmental agency or
     other person or entity, without our express prior written consent.
     
          We hereby consent to the filing of this opinion as an
     exhibit to the Form S-8.  Nothing herein shall be construed to
     cause us to be considered "experts" within the meaning of Section
     11 of the Securities Act of 1933, as amended.
     
     
                              Sincerely,
     
                              WILMER, CUTLER & PICKERING
     
          <PAGE>
                                             EXHIBIT 24B
     
     
            CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
     
     
     As independent public accountants, we hereby consent to the
     incorporation by reference in this registration statement of our
     reports dated January 26, 1996, included or incorporated by
     reference in Danaher Corporation's Form 10-K for the year ended
     December 31, 1995, and to all references to our Firm included in
     this registration statement.
     
     
                                        ARTHUR ANDERSEN LLP
     
     
     July 15, 1996
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As filed with the Securities and Exchange Commission on July 17,
     1996
                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
     (State or other jurisdiction of
     incorporation or organization)
     59-1995548
     (I.R.S. employer
     identification number)
     
                                  
                 1250 24th Street, N.W. , Suite 800
                       Washington, D.C. 20037
                                  
              (Address of Principal Executive Offices)
                                  
             DANAHER CORPORATION 1987 STOCK OPTION PLAN
                     (As Amended, May 15, 1996)
                                  
                                  
                         GEORGE M. SHERMAN
               President and Chief Executive Officer
                        Danaher Corporation
          1250 24th Street, N.W., Suite 800
                    Washington, D.C. 20037
                        (202) 828-0850
     (Name and address, including zip code, and telephone number,
          including area code, of agent for service)
                               
     
     
     CALCULATION OF REGISTRATION FEE
     
     
     
     
     
     
                       Title of Securities
                        To Be Registered
     
                             Amount
                              To Be
                            Registered
                            Proposed
                             Maximum
                            Offering
     Price
                            Per Share
                            Proposed
                             Maximum
                            Aggregate
                            Offering
     Price
     
     
                            Amount of
                          Registration
     Fee
     
     
     Shares of Common Stock
     (par value $.01 per
     share). . . . . . . . . . . . . . . . . . . . . . . . . . . 
     
     1,400,00
     0(1)
     
      $36.125
     (2)        
        
     
     $50,575,00
     0(2)
     
      
     $15,804.69(
     2)
     
     
     Options with respect to
     the foregoing shares of
     Common Stock. . . . . . . . . . . . . . . . . . . . . . . . 
     
     
     1,400,00
     0
     
     
     NA  
     
     
     NA  
     
     
     NA  
     
     
     Stock Appreciation
     Rights based on the
     foregoing shares of
     Common Stock. . . . . . . . . . . . . . . . . . . . . . . . 
     
     
     1,400,00
     0
     
     
     NA  
     
     
     NA  
     
     
     NA  
     
     
     (1)  The offering made herein relates to 1,400,000 shares of
               Common Stock of Danaher Corporation (the  Corporation ) that
               are issuable upon the exercise of stock options or upon the
               exercise of stock appreciation rights related to such
               options that have been or will be granted by the
               Corporation, without cash consideration, to certain key
               employees of the Corporation and its subsidiaries under its
               1987 Stock Option Plan (as amended May 15, 1996).
     
     (2)  Pursuant to Rule 457, the proposed maximum offering price
               per share, proposed maximum aggregate offering price and
               amount of registration fee are based upon the average of the
               high and low prices of Registrant's Common Stock on July 16,
               1996 as reported in The Wall Street Journal (Eastern
               Edition) on July 17, 1996.
     
     
          INFORMATION REQUIRED BY GENERAL INSTRUCTION E
     
          In accordance with General Instruction E, Danaher
     Corporation (the  Corporation ) submits the following information
     with respect to the registration of 1,400,000 shares of additional
     securities:
     
          INCORPORATION OF DOCUMENTS BY REFERENCE
     
          The following documents have been filed by the Corporation
     with the Securities and Exchange Commission and are incorporated
     herein by reference:
     
          (a)  The Corporation's Annual Report on Form 10-K for the
     fiscal year ended December 31, 1995;
     
          (b)  All other reports filed by the Corporation pursuant to
     Section 13 or 15(d) of the Securities and Exchange Act of 1934
     since December 31, 1995, including the Corporation's Quarterly
     Report on Form 10-Q for the quarters ended March 29, 1996; and
     June 28, 1996;
     
          (c)  The description of the Corporation's Common Stock
     contained in the Registration Statement on Form 8-B filed with the
     Securities and Exchange Commission on November 3, 1986; and
     
          (d)  The Registration Statements, on Form S-8, dated April
     29, 1988 (File No. 33-21618); dated December 5, 1989 (File No. 33-
     32402); dated July 23, 1992 (File No. 33-49864); and dated July
     21, 1994 (File No. 33-54669).
     
          All documents subsequently filed by the Corporation pursuant
     to Sections 13, 14 and 15(d) of the 1934 Act subsequent to the
     date of this Registration Statement and prior to the filing of a
     post effective amendment which indicates that all securities
     offered have been sold or which deregisters all securities then
     remaining unsold, shall be deemed to be incorporated by reference
     in this Registration Statement and to be a part hereof from the
     date of filing of such documents.  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 Registration Statement to the extent that a statement
     contained herein or in any other subsequently filed document which
     also is or is deemed to be incorporated by reference herein
     modifies or supersedes such statement.  The documents required to
     be so modified or superseded shall not be deemed, except as so
     modified and superseded, to constitute a part of this Registration
     Statement.
     
     
     
          INFORMATION REQUIRED IN THE NEW REGISTRATION STATEMENT THAT
               IS NOT IN THE EARLIER REGISTRATION STATEMENTS
     
     
                     1987 STOCK OPTION PLAN
     
          The Danaher Corporation 1987 Stock Option Plan (the  1987
     Plan ) was adopted by the Board of Directors on September 21,
     1987.  It was approved by the shareholders of the Corporation on
     October 20, 1987.  The Board of Directors and the shareholders
     have approved amendments to the 1987 Plan and have increased the
     number of shares available for award from 500,000 to 3,600,000
     shares.  On March 12, 1996, the Board of Directors approved an
     amendment to the 1987 Plan to increase the number of shares
     available for award from 3,600,000 to 5,000,000 shares; to extend
     the period for the award of stock options or stock appreciation
     rights to February 23, 2006; and to increase the number of shares
     that may be issued to any individual with respect to awards made
     under the Plan from 500,000 to 1,000,000 shares.  On May 15, 1996,
     the shareholders of the Corporation approved this amendment.
     
          Securities Subject to the 1987 Plan
     
          The Danaher Corporation 1987 Stock Option Plan provides for
     the grant of options to purchase up to 5,000,000 shares of Common
     Stock.  The Common Stock to be issued under the Plan will be
     issued directly by the Corporation.  No fees, commissions, or
     other charges will be assessed against option holders, or affect
     the number of shares of Common Stock awarded to an option holder
     pursuant to the exercise of an option, or affect the amount paid
     to an option holder under any stock appreciation right granted
     under the 1987 Plan.
     
          In the event of any change in the number of issued shares of
     Common Stock resulting from a subdivision or consolidation of
     shares or other capital adjustment, or the payment of a stock
     dividend or other increase or decrease in such shares, the 1987
     Plan provides that appropriate adjustments shall be made with
     respect to outstanding stock options and stock appreciation rights
     and the aggregate number of shares of Common Stock on which stock
     options and stock appreciation rights may be granted to
     participants pursuant to the 1987 Plan.  In the event that any
     outstanding stock option or stock appreciation right lapses or the
     rights of the participant to whom it was granted terminate, any
     shares of Common Stock subject to such stock option or stock
     appreciation right shall again be available for grant under the
     1987 Plan.
     
          Exercise of Options
     
          The option price per share for non-qualified stock options
     granted under the 1987 Plan is determined by the Board of
     Directors or the Committee and may not be less than 85% of the
     fair market value of a share of Common Stock on the date of
     granting the stock options.  For purposes of the 1987 Plan,  fair
     market value  is the average of the bid and asked prices for
     Common Stock on the date of grant, as reported by a recognized
     quotation service, or if there are not quotations on the grant
     date, on the date nearest proceeding on which quotations are
     reported.  In the absence of such quotations, or if the Common
     Stock is not publicly traded,  fair market value  is determined by
     the Board of Directors or the Committee. 
     
          Upon exercise, the option price is to be paid in full in
     cash or, in the discretion of the Board of Directors or the
     Committee, in Common Stock owned by the optionee having a fair
     market value on date of exercise equal to the option price or in
     any combination of cash and Common Stock.
     
          Each non-qualified stock option and related stock
     appreciation right granted under the 1987 Plan shall expire not
     more than 10 years from the date the stock option is granted.  The
     Board of Directors or the Committee may in its discretion provide
     that a stock option or stock appreciation right may not be
     exercised in whole or in part for any period or periods of time
     specified by the Board of Directors or the Committee.  If not
     immediately exercisable in full, the Board of Directors or the
     Committee may accelerate the time at which a stock option or stock
     appreciation right may be exercised.
     
          Stock Appreciation Rights
     
          In the discretion of the Board of Directors or the
     Committee, any or all option holders may be given the right, at
     any time during the option period, to surrender all or part of
     their stock options and to receive directly from the Corporation a
     payment equal to the appreciation that would have been realized on
     the shares of Common Stock had the related stock options been
     exercised and the acquired shares of Common Stock been sold for
     their fair market value.
     
          The amounts payable by the Corporation upon exercise of a
     stock appreciation right may be paid in cash, in Common Stock or
     in any combination of cash and Common Stock as the Board of
     Directors or the Committee in its sole discretion shall determine. 
     In no event, however, shall the total number of shares which may
     be received pursuant to a stock appreciation right exceed the
     total number of shares subject to the related stock option.  The
     stock option to which a stock appreciation right is related shall
     be used not more than once to calculate the amount to be received
     pursuant to an exercise of such right.  The Board of Directors or
     the Committee may, in its sole discretion, prohibit the exercise
     of stock appreciation rights for such period or periods as it
     deems to be in the best interest of the Corporation.
     
          REQUIRED OPINIONS AND CONSENTS
     
     Exhibit        Description                        Sequential
     Number                                       Page No.
     
     5              Opinion of Wilmer, Cutler & Pickering   
     
     24A            Consent of Wilmer, Cutler & Pickering
                    (contained in Exhibit 5)
     
     24B            Consent of Arthur Andersen LLP
     
     25             Power of Attorney
     
     
                           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 this 17 day of July, 1996.
     
     
                                   DANAHER CORPORATION
     
          
     
                              By /s/ George M. Sherman         
                                   George M. Sherman, President
                                   and Chief Executive Officer
     
     
          Pursuant to the requirements of the Securities Act of 1933,
     this registration statement has been signed below by the following
     persons in the capacities and on the dates indicated.
     
     
     Principal Executive Officer:
     
     /s/ George M. Sherman                        July 17, 1996
     George M. Sherman, President
     and Chief Executive Officer
     
     
     /s/ Patrick W. Allender                      July 17, 1996
     Patrick W. Allender, Senior Vice 
     President and Chief Financial Officer
     
     
     Chief Accounting Officer and Controller:
     
     /s/ C. Scott Brannan                         July 17, 1996
     C. Scott Brannan, Controller
     
     
     A Majority of the Board of Directors:
     
     Mortimer M. Caplin, Donald J. Ehrlich, Walter G. Lohr, Jr.,
     Mitchell P. Rales, Steven M. Rales, George M. Sherman, A. Emmet
     Stephenson, Jr.
     
     By: /s/ C. Scott Brannan                          July 17, 1996
     
     C. Scott Brannan
     For Himself and As Attorney-in-Fact
POWER OF ATTORNEY
     
          KNOWN ALL MEN BY THESE PRESENTS, the undersigned Directors
     of Danaher Corporation, a Delaware corporation (the
      Corporation ), hereby constitute and appoint C. Scott Brannan the
     true and lawful agent and attorney-in-fact of the undersigned with
     full power and Statement of the Corporation on Form S-8 to be
     filed with the Securities and Exchange Commission under the
     Securities Act of 1933 and any amendment or supplements (including
     post effect amendments) to such Registration Statement relating to
     the purchase of shares of Common Stock of the Corporation pursuant
     to the Danaher Corporation 1987 Stock Option Plan.  We hereby
     ratify and confirm all acts taken by such agent and attorney-in-
     fact as herein authorized.
     
     Date:     July 17, 1996
     
     
     /s/ Mortimer M. Caplin      
     Mortimer M. Caplin
     
     
     /s/ Donald J. Ehrlich          
     Donald J. Ehrlich
     
     
     /s/ Walter G. Lohr, Jr.       
     Walter G. Lohr, Jr.
     
     
     /s/ Mitchell P. Rales          
     Mitchell P. Rales
     
     
     /s/ Steven M. Rales           
     Steven M. Rales
     
     
     /s/ George M. Sherman      
     George M. Sherman
     
     
     /s/ A. Emmet Stephenson, Jr.
     A. Emmet Stephenson, Jr.
EXHIBIT 5
     
     July 16, 1996
     
     
     
     Danaher Corporation
     1250 24th Street, N.W., Suite 800
     Washington, D.C. 20037
     
     
          Re:  1987 Stock Option Plan of Danaher Corporation
     
     
     Ladies and Gentlemen:
     
          We have acted as counsel to Danaher Corporation, a Delaware
     corporation (the "Corporation"), in connection with the
     preparation by the Company of a Registration Statement on Form S-8
     (the "Registration Statement") under the Securities Act of 1933,
     as amended, for the registration of 1,400,000 shares of Common
     Stock, $.01 par value per share (the "Shares") of the Corporation
     issuable pursuant to the 1987 Stock Option Plan of Danaher
     Corporation (the "Plan"), stock options relating to the Shares and
     stock appreciation rights relating to the Shares.
     
          For purposes of this opinion, we have examined copies of the
     following documents:
     
               i.        An executed copy of the Form S-8;
     
               ii.       A copy of the document disclosing material
                              information to Plan participants prepared
                              in connection with the Form S-8;
     
               iii.      A copy of the Plan, as certified on July
                              15, 1996 by the Secretary of the Company
                              as then being complete, accurate and in
                              effect;
     
               iv.       A copy of the Certificate of
                              Incorporation, as amended, as certified on
                              July 15, 1996 by the Secretary of the
                              Company as then being complete, accurate
                              and in effect;
          
               v.        A copy of the Bylaws of the Company, as
                              certified on July 15, 1996 by the
                              Secretary of the Company as then being
                              complete, accurate and in effect;
          
               vi.       A Unanimous Consent Resolution of the
                              Board of Directors of the Company
                              approving the Plan, dated July 15, 1996
                              certified by the Secretary of the Company
                              on July 15, 1996 as then being complete,
                              accurate and in effect.
     
          7.   A certificate of the Secretary of the Company, dated
                    July 15, 1996.
     
          In our examination of the aforesaid documents, we have
     assumed the genuineness of all signatures, the legal capacity of
     natural persons, the authenticity of all documents submitted to us
     as originals, and the conformity with the original documents of
     all documents submitted to us as certified, telecopied,
     photostatic, or reproduced copies.  We have assumed the accuracy
     of the foregoing certifications, on which we are relying, and have
     made no independent investigation thereof.
     
          We are members of the Bars of the District of Columbia and
     Maryland and do not hold ourselves out as being experts in the law
     of any other state.  This opinion is limited to the laws of the
     United States and the General Corporation Law of Maryland.  Our
     opinion is rendered only with respect to the laws and the rules,
     regulations and orders thereunder that are currently in effect.
     
          Based upon, subject to, and limited by the foregoing, we are
     of the opinion that:
     
          1.   The issuance of Shares in accordance with the terms of
                    the Plan has been lawfully and duly authorized.
     
          2.   The issuance of options in accordance with the terms
                    of the Plan has been lawfully and duly authorized.
     
          3.   The issuance of stock appreciation rights in
                    accordance with the terms of the Plan has been
                    lawfully and duly authorized.
     
          4.   The issuance of the Shares upon the exercise of
                    options and stock appreciation rights, when issued in
                    accordance with the terms of the Plan, has been
                    lawfully and duly authorized; and
     
          5.   When the Shares have been issued and delivered in
                    accordance with the terms of the Plan, the Shares will
                    be legally issued, fully paid and nonassessable.
     
          We assume no obligation to advise you of any changes in the
     foregoing subsequent to the delivery of this opinion.  This
     opinion has been prepared solely for your use in connection with
     the filing of the Form S-8 on July 15, 1996, and should not be
     quoted in whole or in part or otherwise be referred to, nor
     otherwise be filed with or furnished to any governmental agency or
     other person or entity, without our express prior written consent.
     
          We hereby consent to the filing of this opinion as an
     exhibit to the Form S-8.  Nothing herein shall be construed to
     cause us to be considered "experts" within the meaning of Section
     11 of the Securities Act of 1933, as amended.
     
     
                              Sincerely,
     
                              WILMER, CUTLER & PICKERING
EXHIBIT 24B
     
     
            CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
     
     
     As independent public accountants, we hereby consent to the
     incorporation by reference in this registration statement of our
     reports dated January 26, 1996, included or incorporated by
     reference in Danaher Corporation's Form 10-K for the year ended
     December 31, 1995, and to all references to our Firm included in
     this registration statement.
     
     
                                        ARTHUR ANDERSEN LLP
     
     
     July 15, 1996