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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549





FORM 10-Q


|    |  |                                                        
|--- |  | -------------------------------------------------------
|[X] |  | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
|    |  | SECURITIES EXCHANGE ACT OF 1934                        

|                                             
|---------------------------------------------
|For the quarterly period ended March 31, 2003

OR

|     |  |                                                         
|---- |  | --------------------------------------------------------
|[  ] |  | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
|     |  | SECURITIES EXCHANGE ACT OF 1934                         

|                              
|------------------------------
|Commission File Number 0-11250

DIONEX CORPORATION




(Exact name of registrant as specified in its charter)


|                                                                               |  |                                                
|------------------------------------------------------------------------------ |  | -----------------------------------------------
|Delaware
(State or other jurisdiction of
incorporation or organization)        |  | 94-2647429
(I.R.S. Employer
Identification No.)
|                                                                               |  |                                                
|1228 Titan Way, Sunnyvale, California
(Address of principal executive offices) |  | 94085
(Zip Code)                               

Registrants telephone number, including area code (408) 737-0700

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

| |                     
| | --------------------
| | YES  [X]     NO [  ]

Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act).  YES  [X]   NO [  ]

As of May 14, 2003, the registrant had
20,902,141 shares of Common Stock
outstanding.





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TABLE OF CONTENTS



|                           |                                                                                               |                                                                                           |  |  |  |  |  | 
|-------------------------- | --------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------- |  |  |  |  |  | 
|                           |                                                                                               | CONDENSED CONSOLIDATED BALANCE SHEETS                                                    
|                           |                                                                                               | CONDENSED CONSOLIDATED STATEMENTS OF INCOME THREE MONTHS ENDED MARCH 31, 2003 AND 2002   
|                           |                                                                                               | CONDENSED CONSOLIDATED STATEMENTS OF INCOME NINE MONTHS ENDED MARCH 31, 2003 AND 2002    
|                           |                                                                                               | CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS NINE MONTHS ENDED MARCH 31, 2003 AND 2002
|                           |                                                                                               | NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS                                     
|                           | ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|                           | ITEM 3.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS                           
|                           | ITEM 4. CONTROL AND PROCEDURES                                                               
|PART II. OTHER INFORMATION
|                           | Item 6. EXHIBITS AND REPORTS ON FORM 8-K                                                     
|SIGNATURES                
|EXHIBIT 99.1              



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DIONEX CORPORATION
INDEX

|           |  |                                                                                       |  |                               |                                                                                           |  |      |      | 
|---------- |  | ------------------------------------------------------------------------------------- |  | ----------------------------- | ----------------------------------------------------------------------------------------- |  | ---- | ---- | 
|           |  |                                                                                       |  |                               |                                                                                           |  | Page
|           |  |                                                                                       |  | PART I. FINANCIAL INFORMATION |                                                                                           |  |      |     
|ITEM 1.    |  | FINANCIAL STATEMENTS                                                                  |  |                               |                                                                                           | 
|           |  |                                                                                       |  |                               | CONDENSED CONSOLIDATED BALANCE SHEETS
March 31, 2003 and June 30, 2002                    |  |      | 3    | 
|           |  |                                                                                       |  |                               | CONDENSED CONSOLIDATED STATEMENTS OF INCOME
Three Months Ended March 31, 2003 and 2002    |  |      | 4    | 
|           |  |                                                                                       |  |                               | CONDENSED CONSOLIDATED STATEMENTS OF INCOME
Nine Months Ended March 31, 2003 and 2002     |  |      | 5    | 
|           |  |                                                                                       |  |                               | CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
Nine Months Ended March 31, 2003 and 2002 |  |      | 6    | 
|           |  |                                                                                       |  |                               | NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS                                      |  |      | 7-13 | 
|ITEM 2.    |  | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS |  |                               | 14-21                                                                                     | 
|ITEM 3.    |  | QUANTITATIVE AND QUALITATIVE DISCLOSURES
ABOUT MARKET RISKS                           |  |                               | 22                                                                                        | 
|ITEM 4.    |  | CONTROLS AND PROCEDURES                                                               |  |                               | 22                                                                                        | 
|           |  |                                                                                       |  | PART II. OTHER INFORMATION    |                                                                                           |  |      |     
|ITEM 6.    |  | EXHIBITS AND REPORTS ON FORM 8-K                                                      |  |                               | 23                                                                                        | 
|SIGNATURES |  |                                                                                       |  |                               | 23                                                                                        | 

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DIONEX CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)

|                                     |                                                                                                                                                                            |                            |         |        |             |   |          |        |         |  | 
|------------------------------------ | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------- | ------- | ------ | ----------- | - | -------- | ------ | ------- |  | 
|                                     |                                                                                                                                                                            |                            |         |        | March 31,   |   | June 30,
|                                     |                                                                                                                                                                            |                            |         |        | 2003        |   | 2002    
|                                     |                                                                                                                                                                            |                            |         |        |             |   |         
|                                     |                                                                                                                                                                            |                            |         |        | (unaudited) |   |          |        |        
|                                     |                                                                                                                                                                            |                            | ASSETS  |        |             |   |          |        |         |  | 
|Current assets:                      |                                                                                                                                                                            |                            |         |        |             |   |          |       
|                                     | Cash and equivalents (including invested cash
of $24,682 at March 31, 2003 and $12,877
at June 30, 2002)                                                                   |                            | $       | 36,192 |             |   | $        | 22,169 |        
|                                     | Marketable equity securities                                                                                                                                               |                            |         | 1,067  |             |   |          | 2,281  |        
|                                     | Accounts receivable (net of allowance for
doubtful accounts of $1,025 at March 31,
2003 and $989 at June 30, 2002)                                                         |                            |         | 46,774 |             |   |          | 45,139 |        
|                                     | Inventories                                                                                                                                                                |                            |         | 26,099 |             |   |          | 22,410 |        
|                                     | Deferred tax assets                                                                                                                                                        |                            |         | 10,535 |             |   |          | 7,756  |        
|                                     | Prepaid expenses and other                                                                                                                                                 |                            |         | 2,882  |             |   |          | 2,634  |        
|                                     |                                                                                                                                                                            |                            |         |        |             |   |          |       
|                                     |                                                                                                                                                                            | Total current assets       |         |        | 123,549     |   |          |        | 102,389 | 
|Property, plant and equipment, net   |                                                                                                                                                                            |                            | 45,366  |        |             |   | 44,895   |       
|Goodwill, net                        |                                                                                                                                                                            |                            | 23,931  |        |             |   | 19,549   |       
|Intangible assets, net               |                                                                                                                                                                            |                            | 4,715   |        |             |   | 5,506    |       
|Other assets                         |                                                                                                                                                                            |                            | 6,750   |        |             |   | 8,379    |       
|                                     |                                                                                                                                                                            |                            |         |        |             |   |          |       
|                                     |                                                                                                                                                                            | $                          | 204,311 |        |             | $ | 180,718  |       
|                                     |                                                                                                                                                                            |                            |         |        |             |   |          |       
|                                     | LIABILITIES AND STOCKHOLDERS EQUITY                                                                                                                                       |                            |         |        |             |   |          |        |        
|Current liabilities:                 |                                                                                                                                                                            |                            |         |        |             |   |          |       
|                                     | Notes payable to banks                                                                                                                                                     |                            | $       | 2,204  |             |   | $        | 2,503  |        
|                                     | Accounts payable                                                                                                                                                           |                            |         | 6,188  |             |   |          | 5,227  |        
|                                     | Accrued liabilities                                                                                                                                                        |                            |         | 26,876 |             |   |          | 24,770 |        
|                                     | Income taxes payable                                                                                                                                                       |                            |         | 6,326  |             |   |          | 4,902  |        
|                                     | Accrued product warranty                                                                                                                                                   |                            |         | 3,114  |             |   |          | 2,912  |        
|                                     |                                                                                                                                                                            |                            |         |        |             |   |          |       
|                                     |                                                                                                                                                                            | Total current liabilities  |         |        | 44,708      |   |          |        | 40,314  | 
|Deferred taxes and other liabilities |                                                                                                                                                                            |                            | 7,891   |        |             |   | 7,695    |       
|Long-term debt                       |                                                                                                                                                                            |                            | 636     |        |             |   | 1,002    |       
|Stockholders equity:                |                                                                                                                                                                            |                            |         |        |             |   |          |       
|                                     | Preferred stock (par value $.001 per share;
1,000,000 shares authorized; none
outstanding)                                                                                 |                            |         |       |             |   |          |       |        
|                                     | Common stock (par value $.001 per share;
80,000,000 shares authorized; issued and
outstanding: 20,994,812 shares at
March 31, 2003 and 21,089,372 shares
at June 30, 2002) |                            |         | 74,383 |             |   |          | 67,626 |        
|                                     | Retained earnings                                                                                                                                                          |                            |         | 76,144 |             |   |          | 67,439 |        
|                                     | Accumulated other comprehensive income                                                                                                                                     |                            |         | 549    |             |   |          | (3,358 | )      
|                                     |                                                                                                                                                                            |                            |         |        |             |   |          |       
|                                     |                                                                                                                                                                            | Total stockholders equity |         |        | 151,076     |   |          |        | 131,707 | 
|                                     |                                                                                                                                                                            |                            |         |        |             |   |          |       
|                                     |                                                                                                                                                                            | $                          | 204,311 |        |             | $ | 180,718  |       
|                                     |                                                                                                                                                                            |                            |         |        |             |   |          |       

See notes to condensed consolidated financial statements.

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DIONEX CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
THREE MONTHS ENDED MARCH 31, 2003 AND 2002
(In thousands, except per share amounts)

|                                            |                                     |   |             |        |      |   |        |        | 
|------------------------------------------- | ----------------------------------- | - | ----------- | ------ | ---- | - | ------ | ------ | 
|                                            |                                     |   | March 31,  
|                                            |                                     |   |            
|                                            |                                     |   | 2003        |        | 2002
|                                            |                                     |   |             |        |     
|                                            |                                     |   | (unaudited)
|Net sales                                   |                                     | $ | 56,069      |        |      | $ | 45,060 |       
|Cost of sales                               |                                     |   | 18,810      |        |      |   | 15,388 |       
|                                            |                                     |   |             |        |      |   |        |       
|Gross profit                                |                                     |   | 37,259      |        |      |   | 29,672 |       
|                                            |                                     |   |             |        |      |   |        |       
|Operating expenses:                         |                                     |   |             |        |      |   |        |       
|                                            | Selling, general and administrative |   |             | 19,844 |      |   |        | 15,878 | 
|                                            | Research and product development    |   |             | 4,176  |      |   |        | 3,775  | 
|                                            |                                     |   |             |        |      |   |        |       
|                                            | Total operating expenses            |   |             | 24,020 |      |   |        | 19,653 | 
|                                            |                                     |   |             |        |      |   |        |       
|Operating income                            |                                     |   | 13,239      |        |      |   | 10,019 |       
|Interest income                             |                                     |   | 104         |        |      |   | 62     |       
|Interest expense                            |                                     |   | (35         | )      |      |   | (56    | )     
|Other income                                |                                     |   | 36          |        |      |   | 570    |       
|Write-off of non-affiliate investment       |                                     |   | (2,067      | )      |      |   |       |       
|                                            |                                     |   |             |        |      |   |        |       
|Income before taxes on income               |                                     |   | 11,277      |        |      |   | 10,595 |       
|Taxes on income                             |                                     |   | 3,665       |        |      |   | 3,447  |       
|                                            |                                     |   |             |        |      |   |        |       
|                                            | Net income                          |   |             | 7,612  |      |   |        | 7,148  | 
|                                            |                                     |   |             |        |      |   |        |       
|Basic earnings per share                    |                                     | $ | 0.36        |        |      | $ | 0.33   |       
|                                            |                                     |   |             |        |      |   |        |       
|Diluted earnings per share                  |                                     | $ | 0.35        |        |      | $ | 0.33   |       
|                                            |                                     |   |             |        |      |   |        |       
|Shares used in computing per share amounts: |                                     |   |             |        |      |   |        |       
|                                            | Basic                               |   |             | 21,028 |      |   |        | 21,491 | 
|                                            |                                     |   |             |        |      |   |        |       
|                                            | Diluted                             |   |             | 21,619 |      |   |        | 21,944 | 
|                                            |                                     |   |             |        |      |   |        |       

See notes to condensed consolidated financial statements.

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DIONEX CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
NINE MONTHS ENDED MARCH 31, 2003 AND 2002
(In thousands, except per share amounts)

|                                            |                                     |   |             |        |      |   |         |        | 
|------------------------------------------- | ----------------------------------- | - | ----------- | ------ | ---- | - | ------- | ------ | 
|                                            |                                     |   | March 31,  
|                                            |                                     |   |            
|                                            |                                     |   | 2003        |        | 2002
|                                            |                                     |   |             |        |     
|                                            |                                     |   | (unaudited)
|Net sales                                   |                                     | $ | 157,819     |        |      | $ | 133,855 |       
|Cost of Sales                               |                                     |   | 54,082      |        |      |   | 46,775  |       
|                                            |                                     |   |             |        |      |   |         |       
|Gross profit                                |                                     |   | 103,737     |        |      |   | 87,080  |       
|                                            |                                     |   |             |        |      |   |         |       
|Operating expenses:                         |                                     |   |             |        |      |   |         |       
|                                            | Selling, general and administrative |   |             | 56,067 |      |   |         | 47,657 | 
|                                            | Research and product development    |   |             | 12,416 |      |   |         | 11,358 | 
|                                            |                                     |   |             |        |      |   |         |       
|                                            | Total operating expenses            |   |             | 68,483 |      |   |         | 59,015 | 
|                                            |                                     |   |             |        |      |   |         |       
|Operating income                            |                                     |   | 35,254      |        |      |   | 28,065  |       
|Interest income                             |                                     |   | 348         |        |      |   | 309     |       
|Interest expense                            |                                     |   | (153        | )      |      |   | (164    | )     
|Other income                                |                                     |   | 426         |        |      |   | 1,569   |       
|Write-off of non-affiliate investment       |                                     |   | (2,067      | )      |      |   |        |       
|                                            |                                     |   |             |        |      |   |         |       
|Income before taxes on income               |                                     |   | 33,808      |        |      |   | 29,779  |       
|Taxes on income                             |                                     |   | 10,988      |        |      |   | 9,678   |       
|                                            |                                     |   |             |        |      |   |         |       
|                                            | Net income                          |   | $           | 22,820 |      |   | $       | 20,101 | 
|                                            |                                     |   |             |        |      |   |         |       
|Basic earnings per share                    |                                     | $ | 1.08        |        |      | $ | 0.92    |       
|                                            |                                     |   |             |        |      |   |         |       
|Diluted earnings per share                  |                                     | $ | 1.06        |        |      | $ | 0.90    |       
|                                            |                                     |   |             |        |      |   |         |       
|Shares used in computing per share amounts: |                                     |   |             |        |      |   |         |       
|                                            | Basic                               |   |             | 21,100 |      |   |         | 21,851 | 
|                                            |                                     |   |             |        |      |   |         |       
|                                            | Diluted                             |   |             | 21,625 |      |   |         | 22,355 | 
|                                            |                                     |   |             |        |      |   |         |       

See notes to condensed consolidated financial statements.

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DIONEX CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
NINE MONTHS ENDED MARCH 31, 2003 AND 2002
(In thousands)

|                                                                                  |                                                |                                   |         |             |        |      |         |         |        |  
|--------------------------------------------------------------------------------- | ---------------------------------------------- | --------------------------------- | ------- | ----------- | ------ | ---- | ------- | ------- | ------ | -
|                                                                                  |                                                |                                   |         | March 31,  
|                                                                                  |                                                |                                   |         |            
|                                                                                  |                                                |                                   |         | 2003        |        | 2002
|                                                                                  |                                                |                                   |         |             |        |     
|                                                                                  |                                                |                                   |         | (unaudited)
|Cash and equivalents provided by (used for):                                      |                                                |                                   |         |             |        |      |         |        
|Cash flows from operating activities:                                             |                                                |                                   |         |             |        |      |         |        
|Net income                                                                        |                                                | $                                 | 22,820  |             |        | $    | 20,101  |        
|Adjustments to reconcile net income to net cash
provided by operating activities: |                                                |                                   |         |             |        |      |         |        
|                                                                                  | Gain on sale of marketable securities          |                                   |         | (414        | )      |      |         | (1,597  | )     
|                                                                                  | Write-off of non-affiliated investment         |                                   |         | 2,067       |        |      |         |        |       
|                                                                                  | Depreciation and amortization                  |                                   |         | 4,339       |        |      |         | 3,530   |       
|                                                                                  | Deferred taxes                                 |                                   |         | (2,811      | )      |      |         | (1,047  | )     
|                                                                                  | Tax benefit related to stock option plans      |                                   |         | 2,430       |        |      |         | 656     |       
|                                                                                  | Changes in assets and liabilities:             |                                   |         |             |        |      |         |         |       
|                                                                                  |                                                | Accounts receivable               |         |             | 422    |      |         |         | 3,959  |  
|                                                                                  |                                                | Inventories                       |         |             | (2,637 | )    |         |         | 2,936  |  
|                                                                                  |                                                | Prepaid expenses and other assets |         |             | (1,416 | )    |         |         | (1,195 | )
|                                                                                  |                                                | Accounts payable                  |         |             | 703    |      |         |         | (1,108 | )
|                                                                                  |                                                | Accrued liabilities               |         |             | 1,196  |      |         |         | 902    |  
|                                                                                  |                                                | Income taxes payable              |         |             | 1,377  |      |         |         | 497    |  
|                                                                                  |                                                | Accrued product warranty          |         |             | 56     |      |         |         | (29    | )
|                                                                                  |                                                |                                   |         |             |        |      |         |        
|Net cash provided by operating activities                                         |                                                |                                   | 28,132  |             |        |      | 27,605  |        
|                                                                                  |                                                |                                   |         |             |        |      |         |        
|Cash flows from investing activities:                                             |                                                |                                   |         |             |        |      |         |        
|                                                                                  | Proceeds from sale of marketable securities    |                                   |         | 728         |        |      |         | 2,531   |       
|                                                                                  | Purchase of property, plant and equipment      |                                   |         | (2,697      | )      |      |         | (3,315  | )     
|                                                                                  | Earn-out provision of LC Packings              |                                   |         | (3,000      | )      |      |         | (2,500  | )     
|                                                                                  | Investments in non-affiliated companies        |                                   |         | (500        | )      |      |         |        |       
|                                                                                  | Other                                          |                                   |         | 5           |        |      |         | 74      |       
|                                                                                  |                                                |                                   |         |             |        |      |         |        
|Net cash used for investing activities                                            |                                                |                                   | (5,464  | )           |        |      | (3,210  | )      
|                                                                                  |                                                |                                   |         |             |        |      |         |        
|Cash flows from financing activities:                                             |                                                |                                   |         |             |        |      |         |        
|                                                                                  | Net change in borrowings under lines of credit |                                   |         | (324        | )      |      |         | 821     |       
|                                                                                  | Proceeds from long-term debt                   |                                   |         |            |        |      |         | 483     |       
|                                                                                  | Principal payments on long-term debt           |                                   |         | (384        | )      |      |         | (333    | )     
|                                                                                  | Sale of common stock                           |                                   |         | 6,050       |        |      |         | 2,916   |       
|                                                                                  | Repurchase of common stock                     |                                   |         | (15,838     | )      |      |         | (26,909 | )     
|Net cash used for financing activities                                            |                                                |                                   | (10,496 | )           |        |      | (23,022 | )      
|                                                                                  |                                                |                                   |         |             |        |      |         |        
|Effect of exchange rate changes on cash                                           |                                                |                                   | 1,851   |             |        |      | (176    | )      
|                                                                                  |                                                |                                   |         |             |        |      |         |        
|Net increase in cash and equivalents                                              |                                                |                                   | 14,023  |             |        |      | 1,197   |        
|Cash and equivalents, beginning of period                                         |                                                |                                   | 22,169  |             |        |      | 17,311  |        
|                                                                                  |                                                |                                   |         |             |        |      |         |        
|Cash and equivalents, end of period                                               |                                                | $                                 | 36,192  |             |        | $    | 18,508  |        
|                                                                                  |                                                |                                   |         |             |        |      |         |        
|Supplemental disclosures of cash flow information:                                |                                                |                                   |         |             |        |      |         |        
|                                                                                  | Income taxes paid                              |                                   | $       | 9,770       |        |      | $       | 9,403   |       
|                                                                                  | Interest paid                                  |                                   | $       | 103         |        |      | $       | 165     |       

See notes to condensed consolidated financial statements.

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DIONEX CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

1.       Basis of Presentation

The condensed consolidated financial statements included herein have been
prepared by Dionex Corporation (the Company), without audit, pursuant to the
rules and regulations of the Securities and Exchange Commission. Certain
information and footnote disclosures normally included in financial statements
prepared in accordance with accounting principles generally accepted in the
United States of America have been condensed or omitted pursuant to such rules
and regulations, although the Company believes the disclosures that are made
are adequate to make the information presented not misleading. It is suggested
that these condensed consolidated financial statements be read in conjunction
with the consolidated financial statements and the notes thereto included in
the Companys Annual Report to Stockholders for the fiscal year ended June 30,
2002.

The unaudited condensed consolidated financial statements included herein
reflect all adjustments (which include only normal, recurring adjustments) that
are, in the opinion of management, necessary to state fairly the results for
the periods presented. The results for such periods are not necessarily
indicative of the results to be expected for the entire fiscal year ending June
30, 2003.

2.       Acquisition

On October 17, 2000, the Company purchased all of the issued and
outstanding shares of LC Packings Nederland B.V. and LC Packings (U.S.A.), Inc.
(collectively referred to as LC Packings) for a purchase price of $12.4
million, including acquisition cost. In addition, the shareholders of LC
Packings have the right to receive additional contingent purchase
consideration, to be paid in varying amounts at the end of calendar years 2000
through 2004, in the event LC Packings achieves certain revenue goals. At
March 31, 2003, the entire contingent purchase consideration of $13 million had
been earned and recorded as goodwill bringing the total purchase
price to $25.4 million.

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DIONEX CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

3.       New Accounting Pronouncements

In October 2001, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards (SFAS)SFAS No. 144, Impairment on
Disposal of Long-Lived Assets, effective for fiscal years beginning after
December 31, 2001. Under the new rules, the criteria required for classifying
an asset as held-for-sale have been significantly changed. Assets
held-for-sale are stated at the lower of their fair values or carrying amounts,
and depreciation is no longer recognized. In addition, the expected future
operating losses from discontinued operations will be displayed in discontinued
operations in the period in which the losses are incurred rather than as of the
measurement date. More dispositions will qualify for discontinued operations
treatment in the income statement under the new rules. The Company has
determined that adoption of this standard had no material impact on its
consolidated financial statements.

In December 2002, the FASB issued SFAS No. 148, Accounting for
Stock-Based Compensation - Transition and Disclosure. SFAS No. 148 amends FASB
Statement No. 123, Accounting for Stock-Based Compensation, to provide
alternative methods of transition for a voluntary change to the fair value
based method of accounting for stock-based employee compensation. In addition,
SFAS 148 amends the disclosure requirements of SFAS 123 to require prominent
disclosures in both annual and interim financial statements about the method of
accounting for stock-based employee compensation and the effect of the method
used on reported results. SFAS No. 148 is effective for fiscal years ending
after December 14, 2002. The Company has adopted the disclosure provisions of
SFAS No. 148 for the quarterly period beginning on January 1, 2003. The
Company does not expect to change to using the fair value based method of
accounting for stock-based employee compensation; and therefore, adoption of
SFAS No. 148 is not expected to have an impact on the financial position,
results of operations or cash flows of the Company.

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DIONEX CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

4.       Inventories

Inventories consist of (in thousands):

|                |  |           |        |          |  |   |        | 
|--------------- |  | --------- | ------ | -------- |  | - | ------ | 
|                |  | March 31, |        | June 30,
|                |  | 2003      |        | 2002    
|                |  |           |        |         
|Finished goods  |  | $         | 11,923 |          |  | $ | 9,127  | 
|Work in process |  |           | 3,697  |          |  |   | 3,643  | 
|Raw materials   |  |           | 10,479 |          |  |   | 9,640  | 
|                |  |           |        |          |  |   |        | 
|                |  | $         | 26,099 |          |  | $ | 22,410 | 
|                |  |           |        |          |  |   |        | 

5.       Income Taxes

The effective income tax rate for the first nine months of
fiscal 2003 was 32.5%, unchanged from the same period in fiscal 2002.

6.       Comprehensive Income

Components of comprehensive income include net income, foreign currency
translation adjustments and unrealized gain on equity securities available for
sale. As such, accumulated other comprehensive income in the condensed
consolidated balance sheets represents cumulative foreign currency translation
adjustments and unrealized gains on equity securities available for sale.
Comprehensive income was $8,956,000 and $6,024,000 for the three months ended
March 31, 2003 and 2002, respectively, and $26,727,000 and $18,906,000 for
the nine months ended March 31, 2003 and 2002, respectively.

7.       Net Income Per Share

Basic earnings per share excludes dilution and is computed by dividing net
income by the weighted average of common shares outstanding for the period.
Diluted earnings per share reflects the potential dilution from securities and
other contracts that are exercisable or convertible into common stock. Diluted
earnings per share is computed by dividing net income by the weighted average
number of common shares that would have been outstanding during the period
assuming the issuance of common shares for all dilutive potential common shares
outstanding using the treasury stock method. The difference between the number
of shares outstanding for basic and diluted earnings per share is due to stock
options outstanding during the periods presented. At March 31, 2003 and 2002,
there were
1,020,941 and 1,484,238 shares, respectively, issuable upon exercise of
stock options excluded from the computation to calculate diluted earnings per share
because they were anti-dilutive.

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DIONEX CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

8.       Common Stock Repurchases

During the first nine months of fiscal 2003, the Company repurchased
526,400 shares of its common stock on the open market for $15.8 million (an
average of $30.09 per share), compared with 1,029,070 shares repurchased in the
first nine months of the previous fiscal year for $26.9 million (an average of
$26.15 per share). During all of fiscal 2002, the Company repurchased
1,333,870 shares for $34.5 million (an average of $25.86 per share).

9.       Goodwill and Other Intangible Assets

Information regarding the Companys goodwill and other intangible assets
reflect current foreign exchange rates. Changes in the carrying amount of
goodwill for the nine months ended March 31, 2003 are as follows (in
thousands):

|                                    |  |       |        | 
|----------------------------------- |  | ----- | ------ | 
|                                    |  | Total
|                                    |  |      
|Balance as of July 1, 2002          |  | $     | 19,549 | 
|Goodwill acquired during the period |  |       | 3,795  | 
|Translation adjustments and other   |  |       | 587    | 
|                                    |  |       |        | 
|Balance as of March 31, 2003        |  | $     | 23,931 | 
|                                    |  |       |        | 

In connection with the adoption of SFAS No. 142 (see Note 3), the Company
performed a transitional impairment test on goodwill and determined that no
impairment was necessary.

Information regarding the Companys other intangible assets is as follows
(in thousands):

|                       |  |                      |       |                    |  |             |        |                 |  |              |       |     |  |   |       |             |  |   |        |   |  |   |       | 
|---------------------- |  | -------------------- | ----- | ------------------ |  | ----------- | ------ | --------------- |  | ------------ | ----- | --- |  | - | ----- | ----------- |  | - | ------ | - |  | - | ----- | 
|                       |  | As of March 31, 2003 |       | As of June 30,2002
|                       |  |                      |       |                   
|                       |  |                      |       |                    |  | Accumulated |        |                 |  |              |       |     |  |   |       | Accumulated |  |   |        |  
|                       |  | Carrying Amount      |       | Amortization       |  | Net         |        | Carrying Amount |  | Amortization |       | Net
|                       |  |                      |       |                    |  |             |        |                 |  |              |       |    
|Patents and
Trademarks |  | $                    | 379   |                    |  | $           | (379   | )               |  | $            |      |     |  | $ | 379   |             |  | $ | (375   | ) |  | $ | 4     | 
|Developed
Technology   |  |                      | 9,035 |                    |  |             | (4,320 | )               |  |              | 4,715 |     |  |   | 8,651 |             |  |   | (3,149 | ) |  |   | 5,502 | 
|                       |  |                      |       |                    |  |             |        |                 |  |              |       |     |  |   |       |             |  |   |        |   |  |   |       | 
|Total                  |  | $                    | 9,414 |                    |  | $           | (4,699 | )               |  | $            | 4,715 |     |  | $ | 9,030 |             |  | $ | (3,524 | ) |  | $ | 5,506 | 
|                       |  |                      |       |                    |  |             |        |                 |  |              |       |     |  |   |       |             |  |   |        |   |  |   |       | 

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DIONEX CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

Amortization expense of other intangible assets was $942,000 and $881,000
respectively, for the nine months ended March 31, 2003 and 2002. The estimated
amortization for each of the five fiscal years subsequent to June 30, 2002 is
as follows (in thousands):

|           |       |              |   |       | 
|---------- | ----- | ------------ | - | ----- | 
|Year Ended |       | Amortization
|June 30,   |       | Expense     
|           |       |             
|           | 2003  |              | $ | 1,295 | 
|           | 2004  |              |   | 1,291 | 
|           | 2005  |              |   | 1,291 | 
|           | 2006  |              |   | 857   | 
|           | 2007  |              |   | 714   | 
|           |       |              |   |      
|           | Total |              | $ | 5,448 | 
|           |       |              |   |      

10.     Warranty

Product warranties are recorded at the time revenue is recognized for
certain product shipments. While the Company engages in extensive product
quality programs and processes, our warranty obligation is affected by product
failure rates, material usage and service costs incurred in correcting a
product failure. Should actual product failure rates, material usage or service
costs differ from our previous estimates, revisions to the estimated warranty
liability would be required.

Details of the change in accrued product warranty for the nine months
ended March 31, 2003 are as follows (in thousands):

|                         |                |  |           |       |           |  |              |       |                |  |         |     |  |  |         |        |   |  |   |       | 
|------------------------ | -------------- |  | --------- | ----- | --------- |  | ------------ | ----- | -------------- |  | ------- | --- |  |  | ------- | ------ | - |  | - | ----- | 
|                         |                |  |           |       |           |  |              |       |                |  | Charged |     |  |  |         |        |   |  |  
|                         |                |  | Balance   |       |           |  |              |       | (Credited)     |  |         |     |  |  | Balance
|                         |                |  | Beginning |       |           |  |              |       | to Other       |  |         |     |  |  | End of 
|                         |                |  | Of Year   |       | Additions |  | Accounts (1) |       | Deductions (2) |  | Period 
|                         |                |  |           |       |           |  |              |       |                |  |        
|Accrued product
warranty |                |  |           |       |           |  |              |       |                |  |         |     |  |  |         |        |   |  |   |      
|Nine Months Ended:       |                |  |           |       |           |  |              |       |                |  |         |     |  |  |         |        |   |  |   |      
|                         | March 31, 2003 |  | $         | 2,912 |           |  | $            | 2,060 |                |  | $       | 140 |  |  | $       | (1,998 | ) |  | $ | 3,114 | 
|                         |                |  |           |       |           |  |              |       |                |  |         |     |  |  |         |        |   |  |   |      
|                         | March 31, 2002 |  | $         | 2,983 |           |  | $            | 2,093 |                |  | $       | 8   |  |  | $       | (2,117 | ) |  | $ | 2,967 | 
|                         |                |  |           |       |           |  |              |       |                |  |         |     |  |  |         |        |   |  |   |      



|(1) |  | Effects of exchange rate changes
|--- |  | --------------------------------
|   
|(2) |  | Product warranty costs          

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DIONEX CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

11.      Commitments

One of the Companys foreign subsidiaries discounts trade notes receivable
with banks. The uncollected balances of notes receivable due to the
discounting banks at March 31, 2003 and June 30, 2002 were approximately $2.6
million, for both periods. The Company is contingently liable for these unpaid
balances to the extent the amounts are not paid to the bank by the end
customer. The Company has determined that the carrying amount of its
contingent liability under this guarantee was zero at March 31, 2003 and June
30, 2002 based on its past experience of discounting trade notes receivable.

12.      Stock-Based Compensation

SFAS No. 123 Accounting for Stock-Based Compensation sets forth a
fair-value based method of recognizing stock-based compensation expense. As
permitted by SFAS No. 123, the Company has elected to continue to apply APB No.
25 to account for its stock-based compensation plans. Had compensation costs
under the Companys stock-based compensation plans been determined based on the
fair value at the grant dates consistent with the method set forth under SFAS
No. 123, the
effect on the Companys net income and earnings per share would have been
as follows (in thousands, except per share data):

|                                                                                                                                    |                       |   |                    |      |                   |   |       |      |      |   |        |      |  |   |        |      | 
|----------------------------------------------------------------------------------------------------------------------------------- | --------------------- | - | ------------------ | ---- | ----------------- | - | ----- | ---- | ---- | - | ------ | ---- |  | - | ------ | ---- | 
|                                                                                                                                    |                       |   | Three Months Ended |      | Nine Months Ended
|                                                                                                                                    |                       |   | March 31,          |      | March 31,        
|                                                                                                                                    |                       |   |                    |      |                  
|                                                                                                                                    |                       |   | 2003               |      | 2002              |   | 2003  |      | 2002
|                                                                                                                                    |                       |   |                    |      |                   |   |       |      |     
|Net income, as reported                                                                                                             |                       | $ | 7,612              |      |                   | $ | 7,148 |      |      | $ | 22,820 |      |  | $ | 20,101 |     
|Less: Total stock-based
employee compensation
expense determined
under fair value
method for all awards,
net of related tax
effects |                       |   | 1,141              |      |                   |   | 1,804 |      |      |   | 4,368  |      |  |   | 4,747  |     
|                                                                                                                                    |                       |   |                    |      |                   |   |       |      |      |   |        |      |  |   |        |     
|Pro forma net income                                                                                                                |                       | $ | 6,471              |      |                   | $ | 5,344 |      |      | $ | 18,452 |      |  | $ | 15,354 |     
|                                                                                                                                    |                       |   |                    |      |                   |   |       |      |      |   |        |      |  |   |        |     
|Earnings per share:                                                                                                                 |                       |   |                    |      |                   |   |       |      |      |   |        |      |  |   |        |     
|                                                                                                                                    | Basic - as reported   |   | $                  | 0.36 |                   |   | $     | 0.33 |      |   | $      | 1.08 |  |   | $      | 0.92 | 
|                                                                                                                                    |                       |   |                    |      |                   |   |       |      |      |   |        |      |  |   |        |     
|                                                                                                                                    | Basic - pro forma     |   | $                  | 0.31 |                   |   | $     | 0.25 |      |   | $      | 0.87 |  |   | $      | 0.70 | 
|                                                                                                                                    |                       |   |                    |      |                   |   |       |      |      |   |        |      |  |   |        |     
|                                                                                                                                    | Diluted - as reported |   | $                  | 0.35 |                   |   | $     | 0.33 |      |   | $      | 1.06 |  |   | $      | 0.90 | 
|                                                                                                                                    |                       |   |                    |      |                   |   |       |      |      |   |        |      |  |   |        |     
|                                                                                                                                    | Diluted - pro forma   |   | $                  | 0.30 |                   |   | $     | 0.24 |      |   | $      | 0.85 |  |   | $      | 0.69 | 
|                                                                                                                                    |                       |   |                    |      |                   |   |       |      |      |   |        |      |  |   |        |     

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DIONEX CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

The pro forma results may not be indicative of the future results for the
full fiscal year due to potential grants vesting and other factors.

The fair value of each option grant on the date of grant is estimated
using the Black-Scholes option-pricing model with a volatility of 53% for 2003
and 52% for 2002, expected life of options of 5.9 years, risk free interest
rate of approximately 3.03% in 2003 and 3.94% in 2002 and a dividend yield of
0%.

The Black-Scholes option-pricing model was developed for estimating the
fair value of traded options that have no vesting restrictions and are fully
transferable. In addition, option-pricing models require the input of highly
subjective assumptions, including expected stock price volatility. Because the
Companys employee stock options have characteristics significantly different
from traded options, and because changes in the subjective input assumptions
can materially affect the fair value estimate, in managements opinion, the
existing models do not necessarily provide a reliable single measure of the
fair value of its employee stock options.

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DIONEX CORPORATION






|ITEM 2. | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|------- | -------------------------------------------------------------------------------------

Results of Operations - Three Months Ended March 31, 2003
and 2002

Net sales for the third quarter of fiscal 2003 were $56.1 million, an increase
of 24.4% from the $45.1 million reported for the same period last year. Sales
increased in all geographic markets and in all product groups when compared to
the same period last year. Sales in North America grew strongly at a high
single-digit rate. Sales in Europe and Japan increased over 30% and 20%,
respectively, in reported dollars and in the low double-digits in local
currencies. Sales in the Asia/Pacific region, not including Japan, grew almost
40%, with sales in China more than doubling sales compared to the same period
last year. Net sales were positively affected by currency fluctuations by
approximately 10% for the third quarter of 2003.

Gross margin for the third quarter of fiscal 2003 was 66.5%, up from the 65.8%
reported for the same period last year. Gross margin was higher due to
favorable currency fluctuations and lower manufacturing costs due to higher
production volumes.

Operating expenses of $24.0 million for the third quarter of fiscal 2003 were
up $4.4 million, or 22.2%, from the $19.7 million reported in the same quarter
last year. As a percentage of sales, operating expenses were 42.8%, lower than
the 43.6% reported for the third quarter last year. Operating expenses consist
of selling, general and administrative expenses and research and product
development costs.

Selling, general and administrative (SG&A) expenses increased $4.0 million, or
25.1%, to $19.8 million in the third quarter of fiscal 2003. The increase is
the result of currency fluctuations during this years third quarter. In
addition, SG&A expenses increased due to the continuation of projects initiated
in the second quarter associated with the introduction and marketing activities
of our RFIC products, continued expansion in China and further development of
our sales and service organizations in Europe. Also, last year the Company had
in place several cost control measures, lowering SG&A expenses last year.

Research and product development (R&D) costs of $4.2 million were higher in
absolute dollars than the $3.8 million reported in the same quarter last year.
As a percentage of sales, R&D decreased from 8.4% in the third quarter of
fiscal 2002 to 7.4% in the third quarter of fiscal 2003. The level of R&D
spending varies on both the
breadth of the Companys R&D efforts and the stage of specific product
development.

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Other income was $36,000 in the third quarter of fiscal 2003 compared with $.6
million reported for the same period last year. Other income fluctuates as a
result of the sale of marketable equity securities.

There was a write-off of an investment in an unaffiliated entity, PharmaSeq,
during the third quarter of fiscal 2003 in the amount of $2.1 million, as
management determined that the decline in value of the investment, accounted
for under the cost method, was other than temporary.

The effective tax rate for the third quarter of fiscal 2003 was 32.5%,
unchanged from the third quarter a year ago. Variations in the tax rate
reflect changes in the mix of taxable income among the various tax
jurisdictions in which the Company does business.

Net income in the third quarter of fiscal 2003 was $7.6 million compared with
$7.1 million for the same period in fiscal 2002; diluted earnings per share
were $0.35 and $0.33, respectively, for the fiscal 2003 and 2002 third
quarters.

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Results of Operations - Nine Months Ended March 31, 2003
and 2002

Net sales for the first nine months of fiscal 2003 were $157.8 million, an
increase of 17.9% from the $133.0 million reported for the same period last
year. Sales increased in all geographic markets and in all product groups when
compared to the same period last year. Sales in North America grew in the high
single-digits; sales in Europe and Japan increased over 20% and 15%,
respectively, in reported dollars; and the Asia/Pacific region, not including
Japan, grew almost 40%, with China more than doubling sales compared to the same
period last year. Currency fluctuations increased net sales by approximately
6% for the first nine months of fiscal 2003.

Gross margin for the first nine months of fiscal 2003 was 65.7%, up from the
65.1% reported for the same period last fiscal year. Gross margin was higher
due to the favorable effect of currency fluctuations and lower manufacturing
costs due to higher production volumes.

Operating expenses of $68.5 million for the first nine months of fiscal 2003
were up $9.5 million, or 16.0%, from the $59.0 million reported in the same
period last fiscal year. As a percentage of sales, operating expenses were
43.4%, down from the 44.1% reported for the first nine months last fiscal year.

Selling, general and administrative (SG&A) expenses increased $8.4 million, or
17.6%, to $56.1 million in the first nine months of fiscal 2003; however, as a
percentage of sales, SG&A expenses for the first nine months of fiscal 2003
were 35.5% compared with 35.6% for the same period in fiscal 2002. The
increase of expenses in dollars is attributable to higher expenses due to
currency fluctuations in fiscal 2003, continued expansion in China, additional
investments in HPLC and increased selling and marketing expenses for new
product introductions. In addition, the Company had several cost containment
programs in place last year to lower operating expenses.

Research and product development (R&D) costs of $12.4 million were up from the
$11.4 million reported in the same period last fiscal year. The level of R&D
spending varies on both the breadth of the Companys R&D efforts and the stage
of specific product development.

Other income was $0.4 million in the first nine months of fiscal 2003 compared
with $1.6 million reported for the same period last year. Other income
resulted primarily from the sale of marketable equity securities.

There was a write-off of an investment in an unaffiliated entity, PharmaSeq,
during the third quarter of fiscal 2003 in the amount of $2.1 million, as
management determined that the decline in value of the investment, accounted
for under the cost method, was other than temporary.

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##### Table of Contents



The effective tax rate for the first nine months of fiscal 2003 was 32.5%,
unchanged from the first nine months a year ago. The tax rate reflects
offsetting taxable income among the varied tax jurisdiction in which the
Company does business.

Net income in the first nine months of fiscal 2003 was $22.8 million compared
with $20.1 million for the same period in fiscal 2002; diluted earnings per
share were $1.06 and $0.90, respectively, for the fiscal 2003 and 2002 third
quarters.

Liquidity and Capital Resources

At March 31, 2003, the Company had cash and cash investments of $36.1 million.
The Companys working capital (current assets of $123.5 million less current
liabilities of $44.7 million) was $78.8 million, an increase of $16.8 million
from the $62.1 million reported at June 30, 2002. Cash generated by operating
activities for the nine months ended March 31, 2003 was $28.1 million compared
with $27.6 million for the same period last year. The increase in operating
cash flow was primarily due to an increase in net income, offset by an increase
in inventories.

Cash used for investing activities was $5.5 million and $3.2 million in the
first nine months of fiscal 2003 and 2002, respectively. The net increase is
primarily attributable to a decrease in the proceeds from sales of marketable
securities.

Cash used for financing activities was $10.5 million and $23.0 million in the
first nine months of fiscal 2003 and 2002, respectively. The decrease is
primarily attributable to the repurchase of 526,400 shares of common stock for
$15.8 million in first nine months of fiscal 2003, compared with 1,029,070
shares of common stock for $26.9 million in the first nine months of fiscal
2002, offset by higher proceeds received from the issuance of common stock for
the exercise of employee stock options and the purchase of employee stock
options of $6.0 million in the first nine months of fiscal 2003 compared with
$2.9 million in the first nine months of fiscal 2002.

At March 31, 2003, the Company had utilized $2.8 million of the Companys $34.3
million in committed bank lines of credit, mainly due to borrowings related to
the Companys operations. The Company believes that its cash flow from
operations, current cash and cash investments and the remainder of its bank
lines of credit will be adequate to meet its cash requirements for fiscal 2003
and the foreseeable future.

The impact of inflation on the Companys financial position and results of
operations was not significant during the nine months ended March 31, 2003.

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Forward-looking statements

Except for historical information contained herein, the above discussion and
the letter to stockholders contain forward-looking statements within the
meaning of Section 27A of the Securities Act of
1933, as amended, Section 21E of the Securities and Exchange Act of 1934, as
amended and the Private Securities Litigation Reform Act of 1995, and are made
under the safe harbor provisions thereof. Such statements are subject to
certain risks and uncertainties that could cause actual results to differ
materially from those discussed here. Such risk and uncertainties include:
general economic conditions, foreign currency fluctuations, competition from
other products, existing product obsolescence, fluctuation in worldwide demand
for analytical instrumentation, new product development, including market
receptiveness, the ability to manufacture products on an efficient and timely
basis and at a reasonable cost and in sufficient volume, the ability to attract
and retain talented employees and other risks as described in more detail in
the Companys Form 10-K for the year ended June 30, 2002. Readers are
cautioned not to place undue reliance on these forward-looking statements which
reflect managements analysis only as of the date hereof. The Company
undertakes no obligation to publicly release the results of any revision to
these forward-looking statements which may be made to reflect events or
circumstances after the date hereof or to reflect the occurrence of
unanticipated events.

Critical Accounting Policies and Estimates

Summary:

The preparation of consolidated financial statements requires the Company to
make estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the
reported amounts of revenues and expenses during the reporting period. The
Company evaluates its estimates on an on-going basis, including those related
to revenue recognition, product returns and allowances, bad debts, inventory
valuation, equity investments, goodwill and intangible assets, income taxes,
warranty and installation provisions, and contingencies.

The Company bases its estimates on historical experience and on various other
assumptions that are believed to be reasonable under the circumstances, the
results of which form the basis for making judgments about the carrying values
of assets and liabilities that are not readily apparent from other sources.
Actual results may differ from these estimates. The Company believes the
following critical accounting policies affect its more significant judgments
and estimates used in the preparation of its consolidated financial statements.

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Revenue Recognition Policy

The Company derives revenue from the sale of products and from services
rendered to our customers, including installation, training and maintenance.
Generally, our products contain embedded software that is essential to their
functionality.

Revenue is recognized in accordance with Staff Accounting Bulletin No. 101 and
Statement of Position 97-2, Software Revenue Recognition, (SOP 97-2), when
persuasive evidence of an arrangement exists, the product has been delivered,
the price is fixed or determinable, collection is probable and vendor specific
objective evidence exists to allocate revenue to the various elements of the
arrangement. Vendor specific objective evidence is based on the price charged
when an element is sold separately or, if not yet sold separately, when the
price is established by authorized management. Delivery is generally
considered to have occurred when shipped.
Equipment is sold through our direct sales force and through distributors and
resellers. Sales through distributors and resellers are recognized as revenue
upon sale to the distributor or reseller as these sales are considered to be
final with no right of return or price protection. Customer acceptance is
generally limited to performance under our published product specifications.
When additional customer acceptance conditions apply, all revenue related to
the sale is deferred until acceptance is obtained. Our equipment typically
includes a one-year warranty. The estimated cost of product warranty claims is
accrued at the time the sale is recognized, based on historical experience.

Installation and training services are not considered to be essential to the
functionality of our products, and revenue related to these items is recognized
when the services are completed. Maintenance fees are recognized ratably over
the period of the related maintenance contract. Maintenance consists of
product repair services, unspecified software upgrades and telephone support.

Loss Provisions on Accounts Receivable and Inventory

The Company maintains allowances for doubtful accounts for estimated losses
resulting from the inability of its customers to make required payments. If the
financial condition of our customers were to deteriorate, resulting in an
impairment of their ability to make payments, additional allowances may be
required. We assess collectibility based on a number of factors including, but
not limited to, past transaction history with the customer, the
credit-worthiness of the customer, independent credit reports, industry trends
and the macro-economic environment. Sales returns and allowances are estimates
of future product returns related to current period revenue. Material
differences may result in the amount and timing of our revenue for any period.
Historically, the Company has not experienced significant bad debt losses.

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The Company values all of its inventories at the lower of standard cost (which
approximates cost on a first-in, first-out basis) or market. The Company
estimates revisions to its inventory valuations based on technical
obsolescence, historical demand, projections of future demand, and industry and
market conditions. If actual future demand or market conditions are less
favorable than those projected by management, additional valuation provisions
may be required. If demand or market conditions are more favorable, then higher
margins could be realized to the extent inventory is sold which had previously
been written down.

Long-Lived Assets, Intangible Assets with Finite Lives and Goodwill

We assess the impairment of identifiable intangibles, long-lived assets and
with finite lives and related goodwill whenever events or changes in
circumstances indicate that the carrying value may not be recoverable. Factors
we consider important that could
trigger an impairment review include but are not limited to the following:
significant underperformance relative to expected historical or projected
future operating results, significant negative industry or economic trends,
significant changes or developments in strategic technological collaborations
or legal matters which affect the Companys capitalized patent, trademark and
intellectual properties such as licenses.

When we determine that the carrying value of intangibles, long-lived assets and
related goodwill may not be recoverable based upon the existence of one or more
of the above indicators, we measure any impairment based on a projected
discounted cash flow method using a discount rate determined by our management
to be commensurate with the risk inherent in our current business model. As of
July 1, 2001, the Company adopted Statement of Financial Accounting Standards
(SFAS) 142, Goodwill and Other Intangible Assets and as a result, we ceased
to amortize approximately $13.2 million of goodwill at June 30, 2001. We
believe that the effect on goodwill amortization would be a decline of
approximately $650,000 in fiscal 2002. In lieu of amortization, we are required
to perform an initial impairment review of our goodwill in fiscal 2002 and an
annual impairment review thereafter. We completed our initial review during the
first half of fiscal 2002 and no
impairment was necessary and will perform our annual review for fiscal 2003 by
June 30, 2003.

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Income Taxes

As part of the process of preparing our consolidated financial statements we
are required to estimate our income taxes in each of the jurisdictions in which
we operate. This process involves us estimating our actual current tax exposure
together with assessing temporary differences resulting from differing
treatment of items, such as depreciation, amortization, and inventory reserves,
for tax and accounting purposes. These differences result in deferred tax
assets and liabilities, which are included within our consolidated balance
sheets. We must then assess the likelihood that our deferred tax assets will be
recovered from future taxable income and to the extent we believe that recovery
is not likely, we must establish a valuation allowance. In the event that
actual results differ from these estimates, we may need to establish a
valuation allowance which could materially impact our financial position and
results of operations.

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|ITEM 3. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS
|------- | -----------------------------------------------------------

The Company is exposed to financial market risks, including changes in foreign
currency rates, interest rates and marketable equity securities.

For a detailed analysis of these market risks see the discussion in the
Companys Annual Report to Stockholders for the year ended June 30, 2002 and
the Companys Form 10-K for the year ended June 30, 2002 filed with the
Securities and Exchange Commission.

There have been no material changes to these financial market risks since June
30, 2002.




|ITEM 4. | CONTROL AND PROCEDURES
|------- | ----------------------



|(a) |  | Evaluation of disclosure controls and procedures. Based on their
evaluation as of a date within 90 days of the filing date of this
Quarterly Report on Form 10-Q, the Companys chief executive officer and
chief financial officer have concluded that the Companys disclosure
controls and procedures (as defined in Rules 13a-14(c) and 15d-14(c) under
the Securities Exchange Act of 1934 (the Exchange Act)) are effective to
ensure that information required to be disclosed by the Company in reports
that it files or submits under the Exchange Act is recorded, processed,
summarized and reported within the time periods specified in Securities
and Exchange Commission rules and forms.
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(b) |  | Changes in internal controls. There were no significant
changes in the Companys internal controls or in other factors that
could significantly affect these controls subsequent to the date of their
evaluation. There were no significant deficiencies or material
weaknesses, and therefore there were no corrective actions taken.                                                                                                                                                                                                                                                                                                                                                                    

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|PART II. | OTHER INFORMATION
|-------- | -----------------






|Item 6. | EXHIBITS AND REPORTS ON FORM 8-K
|------- | --------------------------------



| | (a) |  | Exhibits
| | --- |  | --------

|     |  |                                                                                                                                                                                                                                                                                                    
|---- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|99.1 |  | Certification of Chief Executive Officer and
Chief Financial Officer pursuant to 18 U.S.C.
Section 1350 as adopted pursuant to Section
906 of the Sarbanes-Oxley Act of 2002.
NOTE: The certifications under Section 906
Are separate from the certifications
contained after the signatures below.



| | (b) |  | Reports on Form 8-K.                                                                                                                                                                                                                                                                                             
| | --- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |     |  | Dionex Corporations Current Report on Form 8-K
Filed on April 22, 2003, reporting as an Exhibit
under Item 7 the Companys press release dated
April 22, 2003 and under Item 7 the Companys
release of financial information including revenues
and earnings expectations for the remainder of the
fiscal year.




SIGNATURES

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, THE
REGISTRANT HAS DULY CAUSED THIS REPORT TO BE SIGNED ON ITS BEHALF BY THE
UNDERSIGNED THEREUNTO DULY AUTHORIZED.

|                   |  |                                 |  |                                                                     
|------------------ |  | ------------------------------- |  | --------------------------------------------------------------------
|                   |  | DIONEX CORPORATION
(Registrant)
|                   |  |                                 |  |                                                                     
|Date: May 15, 2003 |  | By:                             |  | /s/ Lukas Braunschweiler                                            
|                   |  |                                 | 
|                   |  |                                 |  | Lukas Braunschweiler
President, Chief Executive
Officer and Director
|                   |  |                                 |  |                                                                     
|                   |  | By:                             |  | /s/ Craig A. McCollam                                               
|                   |  |                                 | 
|                   |  |                                 |  | Craig A. McCollam
Vice President, Finance and
Administration        

23



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CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL
OFFICER
PURSUANT TO
SECTION 302(a) OF THE SARBANES-OXLEY ACT OF 2002

I, Lukas Braunschweiler, certify that:



|1. |  | I have reviewed this quarterly report on Form 10-Q of
Dionex Corporation;                                                                                                                                                                                                                                                     
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|2. |  | Based on my knowledge, this quarterly report does not
contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading
with respect to the period covered by this quarterly report;
|  
|3. |  | Based on my knowledge, the financial statements, and other
financial information included in this quarterly report,
fairly present in all material respects the financial
condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this
quarterly report;                   
|  
|4. |  | The registrants other certifying officers and I are
responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules
13a-14 and 15d-14) for the registrant and we have:                                                                                                     



| | (a) |  | designed such disclosure controls and procedures to
ensure that material information relating to the
registrant, including its consolidated subsidiaries,
is made known to us by others within those entities,
particularly during the period in which this
quarterly report is being prepared;
| | --- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (b) |  | evaluated the effectiveness of the registrants
disclosure controls and procedures as of a date
within 90 days prior to the filing date of this
quarterly report (the Evaluation Date); and                                                                                                  
|
| | (c) |  | presented in this quarterly report our conclusions
about the effectiveness of the disclosure controls
and procedures based on our evaluation as of the
Evaluation Date;                                                                                                                        

24



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##### Table of Contents





|5. |  | The registrants other certifying officers and I have
disclosed, based on our most recent evaluation, to the
registrants auditors and the audit committee of
registrants board of directors (or persons performing
the equivalent function):
|-- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (a) |  | all significant deficiencies in the design or
operation of internal controls which could adversely affect the
registrants ability to record, process, summarize and report
financial data and have identified for the registrants
auditors any material weaknesses in internal controls; and
| | --- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (b) |  | any fraud, whether or not material, that involves
management or other employees who have a significant
role in the registrants internal controls; and                                                                                                                                        



|6. |  | The registrants other certifying officers and I have
indicated in this quarterly report whether or not there
were significant changes in internal controls or in other
factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation,
including any corrective actions with regard to
significant deficiencies and material weaknesses.
|-- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Date: May 15, 2003

|                                                                                              
|----------------------------------------------------------------------------------------------
|/s/ Lukas Braunschweiler

Lukas Braunschweiler
President, Chief Executive Officer and Director

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CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL
OFFICER
PURSUANT TO
SECTION 302(a) OF THE SARBANES-OXLEY ACT OF 2002

I, Craig A. McCollam, certify that:



|1. |  | I have reviewed this quarterly report on Form 10-Q of
Dionex Corporation;                                                                                                                                                                                                                                                     
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|2. |  | Based on my knowledge, this quarterly report does not
contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading
with respect to the period covered by this quarterly report;
|  
|3. |  | Based on my knowledge, the financial statements, and other
financial information included in this quarterly report,
fairly present in all material respects the financial
condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this
quarterly report;                   
|  
|4. |  | The registrants other certifying officers and I are
responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules
13a-14 and 15d-14) for the registrant and we have:                                                                                                     



| | (a) |  | designed such disclosure controls and procedures to
ensure that material information relating to the
registrant, including its consolidated subsidiaries,
is made known to us by others within those entities,
particularly during the period in which this
quarterly report is being prepared;
| | --- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (b) |  | evaluated the effectiveness of the registrants
disclosure controls and procedures as of a date
within 90 days prior to the filing date of this
quarterly report (the Evaluation Date); and                                                                                                  
|
| | (c) |  | presented in this quarterly report our conclusions
about the effectiveness of the disclosure controls
and procedures based on our evaluation as of the
Evaluation Date;                                                                                                                        

26



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##### Table of Contents





|5. |  | The registrants other certifying officers and I have
disclosed, based on our most recent evaluation, to the
registrants auditors and the audit committee of
registrants board of directors (or persons performing
the equivalent function):
|-- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (a) |  | all significant deficiencies in the design or
operation of internal controls which could adversely affect the
registrants ability to record, process, summarize and report
financial data and have identified for the registrants
auditors any material weaknesses in internal controls; and
| | --- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (b) |  | any fraud, whether or not material, that involves
management or other employees who have a significant
role in the registrants internal controls; and                                                                                                                                        



|6. |  | The registrants other certifying officers and I have
indicated in this quarterly report whether or not there
were significant changes in internal controls or in other
factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation,
including any corrective actions with regard to
significant deficiencies and material weaknesses.
|-- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Date: May 15 , 2003

|                                                                                   
|-----------------------------------------------------------------------------------
|/s/ Craig A. McCollam

Craig A. McCollam
Vice President and Chief Financial Officer

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EXHIBIT INDEX

|        |  |                                                                                                                                                                                                                                                                                                    
|------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |  |                                                                                                                                                                                                                                                                                                    
|Number  |  | Description                                                                                                                                                                                                                                                                                        
|99.1    |  | Certification of Chief Executive Officer and
Chief Financial Officer pursuant to 18 U.S.C.
Section 1350 as adopted pursuant to Section
906 of the Sarbanes-Oxley Act of 2002.
NOTE: The certifications under Section 906
Are separate from the certifications
contained after the signatures below.