Sec Form 4 Filing - MCMAHON CHRIS @ DANAHER CORP /DE/ - 2003-12-31

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person MCMAHON CHRIS 2. Issuer Name and Ticker or Trading Symbol DANAHER CORP /DE/ [ DHR] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) VP -- Controller (Last) (First) (Middle) 2099 PENNSYLVANIA AVENUE, N.W. 3. Date of Earliest Transaction (MM/DD/YY) 12/31/2003 (Street) WASHINGTON, DC20006 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Executive Deferred Income Plan -- Danaher Stock Fund( 1 ) $ 0( 2 ) 12/31/2003 J( 3 ) 272.8 ( 4 ) ( 4 ) Common Stock( 1 ) 272.8 $ 91.75( 1 ) 4,084.84( 1 ) D Executive Deferred Income Plan -- Danaher Stock Fund( 1 ) $ 0( 2 ) 12/31/2003 A( 5 ) 8.99 ( 4 ) ( 4 ) Common Stock( 1 ) 8.99 $ 91.75( 1 ) 4,093.83( 1 ) D Executive Deferred Income Plan -- Danaher Stock Fund( 1 ) $ 0( 2 ) 01/01/2004 A( 6 ) 189.64 ( 4 ) ( 4 ) Common Stock( 1 ) 189.64 $ 91.75( 1 ) 4,283.47( 1 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other MCMAHON CHRIS 2099 PENNSYLVANIA AVENUE, N.W. WASHINGTON, DC20006 VP -- Controller Signatures James F. O'Reilly, attorney-in-fact for Christopher C. McMahon 01/05/2004 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Compensation deferred or contributed into the Danaher stock fund (the "EDIP Stock Fund") included in Danaher's Executive Deferred Income Plan (the "EDIP") is deemed to be invested in a number of unfunded, notional shares of Danaher common stock based on the closing price of Danaher common stock as reported on the NYSE on the date such compensation is credited to the EDIP Stock Fund. Similarly, when balances are transferred out of the EDIP Stock Fund, the notional shares to be transferred out of the EDIP Stock Fund are valued based on the the closing price of Danaher common stock as reported on the NYSE on the date such notional shares are transferred out. The price shown in Table II, Column 8 above is the closing price per share of Danaher common stock as reported on the NYSE on December 31, 2003. ( 2 )The notional shares convert on a one-for-one basis. ( 3 )In accordance with the terms of the EDIP, on January 1, 2001, Danaher credited a specified amount to the EDIP Stock Fund of the reporting person, and since that date the value of such notional amount has tracked the market value of Danaher's common stock. In accordance with the terms of the EDIP, as of December 31, 2003, such notional amount was valued based on the closing price of Danaher common stock as reported on the NYSE on such date, an amount equal to one-half of such value was credited to the fixed income investment option in the reporting person's EDIP account, and a corresponding amount was debited from the reporting person's EDIP Stock Fund. The debiting of such amount from the reporting person's EDIP Stock Fund is the transaction being reported in this line item. ( 4 )The reporting person immediately vests in 100% of each voluntary contribution to the EDIP Stock Fund. The reporting person immediately vests in 2/3 of each company contribution to the EDIP Stock Fund, with the remaining 1/3 of the contribution vesting 100% upon the earlier of the reporting person's death, or upon retirement following at least 5 years of service with Danaher and reaching the age of 55, or if earlier, one-third per vesting year of participation following eleven vesting years of participation, in each case in accordance with the plan. Upon termination of employment, the vested portion of the EDIP Stock Fund is settled in either cash, Danaher common stock or a combination of cash and Danaher common stock, at the reporting person's election. ( 5 )The notional shares convert on a one-for-one basis. ( 6 )In accordance with the terms of the EDIP, on January 1, 2004, Danaher credited a specified amount to the EDIP Stock Fund of the reporting person, which amount has been deemed to be invested in a number of unfunded, notional shares of Danaher common stock based on the closing price of Danaher common stock as reported on the NYSE on December 31, 2003. As of January 1, 2004, the company contribution cycle under the EDIP changed from a three year cycle to a one year cycle, and at the end of the cycle the entirety of the amount credited to the EDIP Stock Fund at the beginning of the cycle will remain in the EDIP Stock Fund, rather than being split between the fixed-income investment option and the EDIP Stock Fund as was the practice through December 31, 2003.

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