UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(RULE 14a-101)

SCHEDULE 14A INFORMATION

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Securities Exchange Act of 1934

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DANAHER CORPORATION

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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At our 2005 Annual Meeting scheduled for May 4, 2005, our stockholders will be asked to approve an amendment to our Amended and Restated 1998 Stock Option Plan to increase the number of shares of common stock authorized for grant from 45 million to 60 million. Our management intends to recommend to the Compensation Committee of the Company’s Board of Directors that no more than 2,500,000 shares of restricted stock or shares underlying restricted stock units (subject to appropriate adjustment in the event of a stock split, recapitalization or similar event) be granted under the Plan following the 2005 Annual Meeting.