DANAHER CORP /DE/ — Director's Dealing 2013

Jan 3, 2013

SEC Form 4/A — Form 4/A

Issuer: DANAHER CORP /DE/ (DHR)
CIK: 0000313616
Period of Report: 2012-05-01

Reporting Person: Lalor Angela S (SVP, Human Resources)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-05-01	Executive Deferred Incentive Program -- Danaher Stock Fund	$0	A	741	Acquired		Common Stock (741)	Direct

Footnotes

F1: Compensation deferred or contributed into the Danaher stock fund (the "EDIP Stock Fund") included in Danaher's Executive Deferred Incentive Program (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 (or the closing price for the immediately preceding business day, if such date is not a business day). The price shown in Table II, Column 8 is the closing price per share of Danaher common stock applicable to the respective transaction date.

F2: The notional shares convert on a one-for-one basis.

F3: A Form 4 filed by the reporting person on May 8, 2012 incorrectly reported the number of phantom shares received by the reporting person on May 1, 2012 as 593.1 shares rather than 741 shares

F4: In accordance with the terms of the EDIP, in connection with the reporting person's commencement of employment with Danaher,
Danaher credited a specified amount to the EDIP Stock Fund of the reporting person as of May 1, 2012, 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 April 30, 2012.

F5: The reporting person immediately vests in 100% of each voluntary contribution to the EDIP Stock Fund. The reporting person will vest in all company contributions to the EDIP Stock Fund as follows: 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-tenth per year of participation following five 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 Danaher common stock.