On February 26, 2009, Danaher Corporation ("Danaher") entered into a purchase agreement (the "Purchase Agreement") with Banc of America Securities LLC, Deutsche Bank Securities Inc. and Goldman, Sachs & Co., as representatives of the several underwriters named in the Purchase Agreement, for the sale by Danaher of $750 million aggregate principal amount of 5.40% senior notes due 2019, in a public offering pursuant to a registration statement on Form S-3 (File No. 333-135780) and a related preliminary prospectus supplement and prospectus supplement filed with the Securities and Exchange Commission.

Danaher expects to receive net proceeds, after the underwriting discount and expenses, of approximately $744 million. The offering of the senior notes is expected to close on March 5, 2009, subject to customary closing conditions.

The senior notes will be issued pursuant to an indenture (the "Indenture") dated December 11, 2007 between Danaher and The Bank of New York Mellon Trust Company, N.A., as trustee (the "Trustee"), and a supplemental indenture to be dated on or about March 5, 2009 between Danaher and the Trustee.

The above description of the Purchase Agreement and the Indenture is qualified in its entirety by reference to the Purchase Agreement and the Indenture. The Indenture has been included as Exhibit 1.2 to Danaher's Current Report on Form 8-K, filed on December 11, 2007, and the Purchase Agreement is filed as Exhibit 1.1 hereto. The Indenture and the Purchase Agreement are incorporated herein by reference.

Wilmer Cutler Pickering Hale and Dorr LLP, counsel to Danaher, has issued an opinion to Danaher, dated March 3, 2009, regarding the legality of the senior notes upon issuance thereof. A copy of the opinion as to legality is filed as Exhibit 5.1 hereto.

(c) Exhibits:

Exhibit No.       Description

    1.1           Purchase Agreement, dated February 26, 2009

    5.1           Opinion of Wilmer Cutler Pickering Hale and Dorr LLP

   23.1           Consent of Wilmer Cutler Pickering Hale and Dorr LLP (contained
                  in Exhibit 5.1 above)