8-K

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549



                                   FORM 8-K
                                CURRENT REPORT


                      Pursuant to Section 13 or 15(d) of
                      The Securities Exchange Act of 1934



     Date of Report  (Date of earliest event reported):  January 17, 2001
                                                         ----------------



                              Danaher Corporation
                              -------------------
              (Exact Name of Registrant as Specified in Charter)


         Delaware                   001-08089              52-1995548
         --------                   ---------              ----------
(State or Other Jurisdiction       (Commission          (I.R.S. Employer
     of Incorporation)             File Number)        Identification No.)



          1250 24th Street, N.W.,  Suite 800, Washington, D.C.  20037
         -----------------------------------------------------------

             (Address of Principal Executive Offices and Zip Code)


      Registrant's telephone number, including area code:  (202) 828-0850
                                                           --------------



                                Not Applicable
                                --------------
         (Former Name or Former Address, if Changed Since Last Report)


Item 5.  Other Events

      On January 17, 2001, Danaher Corporation, a Delaware company, issued a
press release with respect to a private offering of zero-coupon convertible debt
securities. This press release is filed as an exhibit to this Form 8-K.

Item 7.  Financial Statements and Exhibits

         (a)  Not applicable

         (b)  Not applicable

         (c)  Exhibits

              Exhibit 99.1  Press Release dated January 17, 2001

                                       2


                                   SIGNATURE


          Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                          DANAHER CORPORATION


                                          By: /s/ Christopher C. McMahon
                                             ---------------------------------
                                          Name:  Christopher C. McMahon
                                          Title: Vice President and Controller



Dated:  January 17, 2001

EX-99.1

                                                                    Exhibit 99.1


FOR IMMEDIATE RELEASE           CONTACT:  Patrick W. Allender

                                          Chief Financial Officer
                                          Danaher Corporation
                                          (202) 828-0850


Danaher Corporation to Receive $450 Million from Convertible Debt Offering

WASHINGTON, Jan. 17, 2001 -- Danaher Corporation (NYSE:DHR) announced today that
it has agreed to the sale of zero-coupon convertible senior notes due 2021,
known as LYONs. The Company anticipates gross proceeds of approximately $450
million. Danaher will use the proceeds of the offering to pay down debt and for
general corporate purposes, including potential future acquisitions. The initial
purchaser will also have a 30 day option to purchase additional LYONs to cover
over-allotments which would give Danaher approximately $67 million in additional
gross proceeds. The LYONs will be convertible into approximately 5.244 million
Danaher common shares assuming the over-allotment option is not exercised. The
LYONs will carry a yield to maturity of 2.375%. The LYONs will not be redeemable
by Danaher prior to January 22, 2004, but Danaher may be required to purchase
LYONs at the accreted value thereof, at the option of the holders, on January
22, 2004 or 2011. Danaher may choose to pay the purchase price for the
repurchases in cash and/or common shares. The offering is scheduled to close on
January 22, 2001.

This notice does not constitute an offer to sell or the solicitation of an offer
to buy securities. The offering is being made only to qualified institutional
buyers. The LYONs and the Common Shares issuable upon conversion have not been
registered under U.S. or state securities laws and may not be offered or sold in
the United States absent registration or an applicable exemption from the
registration requirements.

Danaher Corporation is a leading manufacturer of Process/Environmental Controls
and Tools and Components.