Page 1 of 4 Pages
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 2) *
Total Containment, Inc.
(Name of Issuer)
Common Stock ($0.01 Per Share)
(Title of Class of Securities)
89149T 10 1
(CUSIP Number)
Patrick W. Allender George P. Stamas, Esquire
Danaher Corporation Piper & Marbury L.L.P.
1250 24th Street, N.W. 1200 Nineteenth Street, N.W.
Suite 800 Washington, D.C. 20036-2430
Washington, D.C. 20037 (202) 861-3900
(202) 828-0850
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
August 4, 1995
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on
Schedule 13G to report the acquisition which is the subject
of this Schedule 13D, and is filing this schedule because of
Rule 13d-1(b)(3) or (4), check the following box: ___
Check the following box if a fee is being paid with this
statement:
* The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent
amendment containing information which would alter disclosures
provided in a prior cover page.
The information required on the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 (the "Act") or otherwise
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the
Notes).
CUSIP No. 89149T 10 1
1. NAME OF REPORTING PERSON: Danaher Corporation
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 59-
1995548
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b)
3. SEC USE ONLY
4. SOURCE OF FUNDS* WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES 7. SOLE VOTING POWER None
BENEFICIALLY OWNED 8. SHARED VOTING POWER 2,601,000**
BY EACH REPORTING 9. SOLE DISPOSITIVE POWER None
PERSON WITH 10. SHARED DISPOSITIVE POWER 2,601,000**
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
2,601,000**
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
56.0% (calculated by dividing (i) the 2,601,000 shares
beneficially owned by the Reporting Person by (ii) the
4,641,600 shares of Common Stock outstanding).
14. TYPE OF REPORTING PERSON* CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
**Voting power and dispositive power is shared based upon Danaher
Corporation's right to acquire such Shares pursuant to the Stock
Purchase Agreement.
This Amendment No. 2 amends and supplements the statement on
Schedule 13D dated May 17, 1995 as amended by Amendment No. 1
dated May 23, 1995 filed by Danaher Corporation, a Delaware
corporation ("Danaher") relating to the shares of Common Stock,
par value $0.01 per share (the "Common Stock"), of Total
Containment, Inc., a Delaware corporation (the "Issuer").
Capitalized terms used herein without definition have the same
meaning as those ascribed to them in the initial filing.
Item 6. Contracts, Arrangements, Understandings or
Relationships With Respect to Securities of the Issuer.`
On August 4, 1994, Danaher terminated the Stock Purchase
Agreement dated May 7, 1995 among Danaher, Group Treco, Ltee,
Marc Guindon and Marcel Dutil pursuant to Section 8.3 thereof.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this
Statement is true, complete and correct.
Dated: August 7, 1995
DANAHER CORPORATION
/s/ Patrick W.
Allender___________________________
By: Patrick W. Allender
Title: Senior Vice President
