DANAHER CORP /DE/ — Director's Dealing 2013

Oct 28, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: DANAHER CORP /DE/ (DHR)
CIK: 0000313616
Period of Report: 2013-10-25

Reporting Person: DITKOFF JAMES H (Senior VP-Finance & Tax)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-10-25	Executive Deferred Incentive Program -- Danaher Stock Fund	$0	A	42.29	Acquired		Common Stock (42.29)	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. 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 the transaction date noted above.

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

F3: The reporting person is 100% vested in each Company and voluntary contribution to the EDIP Stock Fund. Following termination of employment, the reporting person's EDIP Stock Fund balance will be settled in shares of Danaher common stock.