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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                   -----------
                                   SCHEDULE TO
                                 AMENDMENT NO. 2

            TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) or 13(e)(1)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                         SYBRON DENTAL SPECIALTIES, INC.
                            (Name of Subject Company)

                               DANAHER CORPORATION
                             SMILE ACQUISITION CORP.
                       (Name of Filing Persons--Offerors)

                     COMMON STOCK, PAR VALUE $0.01 PER SHARE
           (INCLUDING THE ASSOCIATED PREFERRED STOCK PURCHASE RIGHTS)
                         (Title of Class of Securities)

                                    871142105
                      (CUSIP Number of Class of Securities)

                                 Daniel L. Comas
              Executive Vice President and Chief Financial Officer
                               Danaher Corporation
                          2099 Pennsylvania Avenue, NW
                                   12th Floor
                             Washington, D.C. 20006
                                 (202) 828-0850
            (Name, Address and Telephone Number of Person Authorized
       to Receive Notices and Communications on Behalf of Filing Persons)

                                   -Copies to-
                             Trevor S. Norwitz, Esq.
                         Wachtell, Lipton, Rosen & Katz
                               51 West 52nd Street
                               New York, NY 10019
                                 (212) 403-1000
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                            CALCULATION OF FILING FEE


       Transaction Valuation                 Amount of Filing Fee
------------------------------------- ----------------------------------
           2,046,908,434*                         $219,019*
------------------------------------- ----------------------------------
------------------------------------- ----------------------------------
*    Estimated for purposes of calculating the amount of the filing fee only.
     The calculation of the filing fee is described on the cover page to the
     Schedule TO filed on April 18, 2006.
[X]  Check the box if any part of the fee is offset as provided by Rule
     0-11(a)(2) and identify the filing with which the offsetting fee was
     previously paid. Identify the previous filing by registration statement
     number, or the Form or Schedule and the date of its filing.
         Amount Previously Paid:  $219,019    Filing Party:  Danaher Corporation
         Form or Registration No.:  Schedule TO      Date Filed:  April 18, 2006
[_] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer. Check the appropriate boxes
below to designate any transactions to which the statement relates:
[X] third-party tender offer subject to Rule 14d-1.
[_] issuer tender offer subject to Rule 13e-4.
[_] going-private transaction subject to Rule 13e-3.
[_] amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results
of the tender offer: [_]
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                  This Amendment No. 2 amends and supplements the Tender Offer
Statement on Schedule TO, as amended, (the "SCHEDULE TO"), originally filed with
the Securities and Exchange Commission on April 18, 2006 and as amended and
supplemented by Amendment No. 1 on April 21, 2006, by Danaher Corporation
("DANAHER"), a Delaware corporation, and Smile Acquisition Corp. ("PURCHASER"),
a Delaware corporation and an indirect wholly owned subsidiary of Danaher. The
Schedule TO relates to the offer by Purchaser to purchase any and all of the
outstanding shares of common stock, par value $0.01 per share (the "Shares"), of
Sybron Dental Specialties, Inc., a Delaware corporation ("SYBRON"), for $47.00
per Share, net to the seller in cash, upon the terms and subject to the
conditions set forth in the Offer to Purchase, dated April 18, 2006 (the "OFFER
TO PURCHASE"), and in the related Letter of Transmittal. Copies of the Offer to
Purchase and the related Letter of Transmittal are filed with the Schedule TO as
exhibits (a)(1)(A) and (a)(1)(B), respectively. Capitalized terms used and not
defined herein shall have the meanings assigned such terms in the Offer to
Purchase and Schedule TO.

ITEMS 1 THROUGH 9 AND 11.

     Items 1 through 9 and 11 of the Schedule TO, which incorporate by reference
the information contained in the Offer to Purchase, are hereby amended and
supplemented as follows:

     The Complaint titled Dolphin Limited Partnership I, L.P., et al. v. Sybron
Dental Specialties, Inc., et al., filed on April 24, 2006, in the Superior Court
of the State of California, County of Orange, Case No. 06CC00082, is filed as
Exhibit (a)(6)(A) hereto and is incorporated herein by reference.

     The Credit Agreement, dated as of April 25, 2006, among Danaher Corporation
and Bank of America, N.A., et al., is filed as Exhibit (b)(1) hereto and is
incorporated herein by reference.

     The commitment letter with respect to a US$700,000,000 364 Day Revolving
Credit Facility for Danaher Corporation, dated April 11, 2006, by UBS Loan
Finance LLC., is filed as Exhibit (b)(2) hereto and is incorporated herein by
reference.

          ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSON.

                    Item 3 entitled "Identity and Background of Filing Person"
                    is hereby deleted and replaced in its entirety with the
                    following sentence:

                    "None of Danaher, the Purchaser or, to the best knowledge of
                    such corporations after reasonable inquiry, any of the
                    persons listed on Schedule I to the Offer of Purchase, has
                    during the last five years (i) been convicted in a criminal
                    proceeding (excluding traffic violations or similar
                    misdemeanors) or (ii) been a party to any judicial or
                    administrative proceeding (except for matters that were
                    dismissed without sanction or settlement) that resulted in a
                    judgment, decree or final order enjoining the person from
                    future

                    violations of, or prohibiting activities subject to, federal
                    or state securities laws or finding any violation of such
                    laws.

          The Offer to Purchase is hereby amended and supplemented as follows:

               TERMS OF THE OFFER

                    The following language is hereby inserted as an additional
                    paragraph on page 2 following the second paragraph of
                    Section 1 entitled "Terms of the Offer" on such page:

                    "In accordance with Exchange Act Rule 14d-11 and the Merger
                    Agreement, Purchaser expressly reserves the right to provide
                    a subsequent offering period of between three and twenty
                    business days (as such term is defined under Exchange Act
                    Rule 14d-1(g)(3)) following the Expiration Date. If
                    included, a subsequent offering period would be an
                    additional period of time, following the expiration of the
                    Offer and the purchase of Shares in the Offer, during which
                    stockholders may tender any Shares not tendered in the
                    Offer. A subsequent offering period, if one is included, is
                    not an extension of the Offer, which already would have been
                    completed."

                    The following sentence is hereby inserted after the first
                    sentence in the third paragraph of Section 1 entitled "Terms
                    of the Offer" on page 2:

                    "Notwithstanding the foregoing, all conditions, other than
                    conditions subject to government approval or applicable law,
                    will be satisfied or waived on or before the Expiration
                    Date."

               ACCEPTANCE FOR PAYMENT AND PAYMENT

                    In the seventh paragraph of Section 2 entitled "Acceptance
                    for Payment and Payment" on page 4, the words "as promptly
                    as practicable" are hereby deleted and replaced with the
                    word "promptly".

               WITHDRAWAL RIGHTS

                    The second paragraph of Section 4 entitled "Withdrawal
                    Rights" on page 7 is hereby deleted and replaced with the
                    following:

                    "If, for any reason, acceptance for payment of any Shares
                    tendered in the Offer is delayed, or we are unable to accept
                    for payment or pay for Shares tendered in the Offer, then,
                    without prejudice to our rights set forth in this Offer to
                    Purchase, the Depositary may, nevertheless, on our behalf,
                    retain Shares that you have tendered,

                    and you may not withdraw your Shares, except to the extent
                    that you duly exercise withdrawal rights as described in
                    this section 4 before the Expiration Date or at any time
                    after June 16, 2006, unless theretofore accepted for payment
                    as provided herein."

               MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES

                    The third paragraph of Section 5 entitled "Material U.S.
                    Federal Income Tax Consequences" on page 8 is hereby deleted
                    and replaced with the following:

                    "WE RECOMMEND THAT YOU CONSULT YOUR TAX ADVISOR WITH RESPECT
                    TO THE SPECIFIC TAX CONSEQUENCES TO YOU OF THE OFFER AND THE
                    MERGER, INCLUDING U.S. FEDERAL, STATE, LOCAL AND FOREIGN TAX
                    CONSEQUENCES."

               INFORMATION CONCERNING SYBRON

                    The second sentence of the sixth paragraph in Section 8
                    entitled "Information Concerning Sybron" on page 10 is
                    hereby deleted and replaced with the following:

                    "You may read and copy any reports, statements or other
                    information filed at the SEC's public reference room at 450
                    Fifth Street, N.W., Washington, D.C. 20549."

               INFORMATION CONCERNING DANAHER AND THE PURCHASER

                    In the fifth and sixth paragraphs of Section 9 entitled
                    "Information Concerning Danaher and the Purchaser", the
                    references on page 11 "to our knowledge" are hereby deleted
                    and replaced with the phrase:

                    "to our knowledge after reasonable inquiry."

               SOURCE AND AMOUNT OF FUNDS

                    In the first paragraph of Section 12 entitled "Source and
                    Amount of Funds" on page 22, the last sentence is hereby
                    deleted and replaced with the following language:

                    "Danaher intends to fund the cash purchase price and related
                    expenses of the Offer with the proceeds of the issuance of
                    commercial paper of up to $2.2 billion, in the aggregate,
                    and from available cash. Danaher anticipates that the
                    commercial paper program will be backstopped by Danaher's
                    $1.5 billion bank credit facility (the "Bank Facility") and
                    a new 364 Day Revolving Credit Facility (the "New Revolving
                    Facility") in an aggregate principal

                    amount up to $700 million. The Bank Facility has a maturity
                    date of April 25, 2011, subject to a one-year extension at
                    the request of Danaher and with the consent of the lenders.
                    Danaher has received a commitment letter from UBS Loan
                    Finance LLC, dated April 11, 2006, which provides that the
                    New Revolving Facility will have a term of 364 days from its
                    effective date and will otherwise have terms substantially
                    similar to those of the Bank Facility.

                    Loans under Danaher's commercial paper program are expected
                    to be made on customary market terms. Interest expense is
                    expected to be paid on maturity, and is expected to be based
                    on prevailing market rates measured by reference to the
                    London inter-bank offered rate.

                    The Bank Facility is between Danaher and certain of its
                    subsidiaries and Bank of America, N.A., as Administrative
                    Agent and Swing Line Lender, Banc of America Securities LLC
                    and Citigroup Global Markets Inc. as Joint Lead Arrangers
                    and Joint Book Managers, Citibank, N.A., as Syndication
                    Agent, The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York
                    Branch, JPMorgan Chase Bank, N.A. and Wachovia Bank,
                    National Association, as Documentation Agents, and the other
                    lenders party thereto, and provides Danaher with a revolving
                    credit facility of up to $1.5 billion.

                    At Danaher's election, the interest rates per annum
                    applicable to borrowings under the Bank Facility are based
                    on a fluctuating rate of interest measured by reference to
                    either (a) the London inter-bank offered rate plus a
                    borrowing margin, or (b) a base rate. The Bank Facility also
                    provides for Bid Loans (as defined in the Bank Facility),
                    which bear interest at the rate bid by the particular lender
                    providing such loan. Danaher has agreed to pay to Bank of
                    America, as Administrative Agent, for the account of the
                    Lenders, a quarterly facility fee and a quarterly
                    utilization fee, the amount of each of which fluctuate based
                    on Danaher's credit rating at the time. The amount of the
                    utilization fee will also fluctuate with the aggregate
                    amount of borrowings under the Bank Facility. The Bank
                    Facility is prepayable in whole or in part without premium
                    or penalty, subject to the payment of an additional fee,
                    under certain circumstances.

                    Danaher's obligations under the Bank Facility are unsecured.
                    Danaher has unconditionally and irrevocably guaranteed the
                    obligations of each of its subsidiaries in the event a
                    subsidiary is named as a borrower under the Bank Facility.
                    The Bank Facility contains customary representations and
                    warranties, conditions

                    precedent, covenants, events of default, indemnities and
                    other provisions.

                    Copies of each of the Bank Facility and the New Revolving
                    Facility commitment letter are included as exhibits to
                    Danaher's Tender Offer Statement on Schedule TO filed with
                    the SEC. Reference is made to such exhibits for a more
                    complete description of the terms and conditions of the
                    credit facilities.

                    Danaher plans to repay the outstanding commercial paper
                    program and drawings under the Bank Facility and New
                    Revolving Facility over time with new financing and
                    available cash.

                    Danaher reserves the right to fund the purchase of the
                    securities under the Offer from one or a combination of the
                    above discussed sources or other sources."

               CONDITIONS OF THE OFFER

                    The following language is hereby inserted as an additional
                    paragraph on page 24 following the last paragraph of Section
                    14 entitled "Conditions of the Offer" and prior to the
                    Section 15 entitled "Legal Matters; Required Regulatory
                    Approvals":

                    "For information with respect to the applicable waiting
                    periods for the review to be undertaken by the US and
                    foreign governmental agencies please see the discussion on
                    Section 15 entitled "Legal Matters; Required Regulatory
                    Approvals."

               LEGAL MATTERS; REQUIRED REGULATORY APPROVALS

                    The following language is hereby inserted as an additional
                    paragraph on page 26 following the eighth paragraph of
                    Section 15 entitled "Legal Matters; Required Regulatory
                    Approvals":

                    "In addition to the United States, the transaction has been
                    notified in certain other jurisdictions, of which Danaher
                    considers Germany and Austria to be material. Notifications
                    were filed in Germany on April 20 and in Austria on April
                    21. The initial waiting periods for Austria and Germany
                    expire on May 19 and June 1 respectively. However, in each
                    jurisdiction the parties have sought expedited treatment
                    which would permit the relevant authorities in those
                    jurisdictions to terminate their review and end the relevant
                    waiting periods in each jurisdiction prior to May 15 and the
                    parties believe this transaction is consistent with the
                    standards for receipt of expedited treatment, although the
                    provision and timing of that treatment is within the
                    discretion of the relevant authorities. As in the United
                    States, each jurisdiction also has the authority to extend

                    the waiting periods if the relevant authority determines
                    that further investigation of the transaction is required."

               LEGAL PROCEEDINGS

                    The following language is hereby inserted as an additional
                    Section on page 26 following the last paragraph of Section
                    17 entitled "Miscellaneous":

                    "18. LEGAL PROCEEDINGS.

                      On April 24, 2006, Dolphin Limited Partnership I, L.P. and
                    City of Pontiac General Employees' Retirement System,
                    purported holders of Shares, filed a class action complaint
                    in the Superior Court of the State of California, County of
                    Orange, purportedly on behalf of themselves and all others
                    similarly situated, against Sybron, Sybron's directors,
                    Purchaser and Danaher. The complaint alleges breach of
                    fiduciary duties of loyalty, due care, independence, good
                    faith, and fair dealing; failure to maximize shareholder
                    value; impermissibly locking up the proposed acquisition
                    through allegedly improper illegal defensive measures; and
                    failing to disclose material information to shareholders in
                    connection with the proposed acquisition. According to the
                    complaint, the plaintiffs seek, among other things,
                    preliminary and permanent equitable relief, including an
                    injunction against consummation of the proposed acquisition
                    and an unspecified amount for the costs and disbursements of
                    the lawsuit, including reasonable attorneys' and experts'
                    fees. Danaher believes the allegations of the complaint to
                    be without merit. The complaint is filed as an exhibit to
                    the Tender Offer Statement on Schedule TO that has been
                    filed with the SEC; please refer to that Exhibit for
                    additional information."

          ITEM 12.  EXHIBITS

                    Item 12 of the Schedule TO is hereby amended by adding
               thereto the following:

                        (a)(6)(A)   Complaint titled Dolphin Limited Partnership
                                    I, L.P., et al. v. Sybron Dental
                                    Specialties, Inc., et al., filed on April
                                    24, 2006, in the Superior Court of the State
                                    of California, County of Orange, Case No.
                                    06CC00082.

                        (b)(1)      Credit Agreement, dated as of April 25,
                                    2006, among Danaher Corporation and Bank of
                                    America, N.A., et al.

                        (b)(2)      Commitment letter with respect to a
                                    US$700,000,000 364 Day Revolving Credit
                                    Facility for Danaher Corporation, dated
                                    April 11, 2006, by UBS Loan Finance LLC.




                                    SIGNATURE

         After due 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:  April 26, 2006

                                            DANAHER CORPORATION


                                            By: /s/ Daniel L. Comas
                                            ------------------------------------
                                            Name:   Daniel L. Comas
                                            Title:  Executive Vice President and
                                                    Chief Financial Officer


                                            SMILE ACQUISITION CORP.


                                            By: /s/ Daniel L. Comas
                                            ------------------------------------
                                            Name:   Daniel L. Comas
                                            Title:  President













                                  EXHIBIT INDEX



*(a)(1)(A) Offer to Purchase, dated April 18, 2006.

*(a)(1)(B) Form of Letter of Transmittal.

*(a)(1)(C) Form of Notice of Guaranteed Delivery.

*(a)(1)(D) Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies
           and Other Nominees.

*(a)(1)(E) Form of Letter to Clients for use by Brokers, Dealers, Commercial
           Banks, Trust Companies  and Other Nominees.

*(a)(1)(F) Guidelines for Certification of Taxpayer Identification Number on
           Substitute Form W-9.

(a)(2) Not applicable.

(a)(3) Not applicable.

(a)(4) Not applicable.

*(a)(5)(A) Text of press release issued by Danaher dated April 12, 2006.

*(a)(5)(B) Form of summary advertisement dated April 18, 2006.

*(a)(5)(C) Excerpt from transcript of Danaher's first quarter 2006 earnings
           call, dated April 20, 2006.

(a)(6)(A) Complaint titled Dolphin Limited Partnership I, L.P. et al. v. Sybron
          Dental Specialties, Inc. et al., filed on April 24, 2006, in the
          Superior Court of the State of California, County of Orange, Case No.
          06CC00082.

(b)(1)    Credit Agreement, dated as of April 25, 2006, among Danaher
          Corporation and Bank of America, N.A., et al.

(b)(2)    Commitment letter with respect to a US$700,000,000 364 Day
          Revolving Credit Facility for Danaher Corporation, dated April 11,
          2006, by UBS Loan Finance LLC.

*(d)(1)   Agreement and Plan of Merger, dated as of April 12, 2006, between
          Danaher, the Purchaser and Sybron.

*(d)(2)   Confidentiality Agreement, dated as of March 13, 2006, between Danaher
          and Sybron.

(g) None.

(h) Not applicable.

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* Previously filed.