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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   December 31, 2002

OR

|     |  |                                                                                          |  |                               
|---- |  | ---------------------------------------------------------------------------------------- |  | ------------------------------
|[  ] |  | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|     |  |                                                                                          |  |                               
|     |  |                                                                                          |  | Commission File Number 0-11250

DIONEX CORPORATION

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(Exact name of registrant as specified in its charter)


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

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

NONE

---

(Former name, former address and former fiscal year, if changed since last report.)


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 the number of shares outstanding of each of the issuers classes of
common stock, as of February 7, 2003:

|             |  |                 
|------------ |  | ----------------
|CLASS        |  | NUMBER OF SHARES
|             |  |                 
|Common Stock |  | 21,038,681      





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TABLE OF CONTENTS



|                           |                                                                                                |                                                      |  |  |  |  |  | 
|-------------------------- | ---------------------------------------------------------------------------------------------- | ---------------------------------------------------- |  |  |  |  |  | 
|                           |                                                                                                | CONDENSED CONSOLIDATED BALANCE SHEETS               
|                           |                                                                                                | CONDENSED CONSOLIDATED STATEMENTS OF INCOME         
|                           |                                                                                                | CONDENSED CONSOLIDATED STATEMENTS OF INCOME         
|                           |                                                                                                | CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS     
|                           |                                                                                                | 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 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                                   
|                           | ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K                                                      
|SIGNATURES                
|Index to Exhibits         
|EXHIBIT 99.1              



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##### Table of Contents



DIONEX CORPORATION

INDEX


PART I. FINANCIAL INFORMATION

|           |  |                                                                                             |  |       |       |      |  | 
|---------- |  | ------------------------------------------------------------------------------------------- |  | ----- | ----- | ---- |  | 
|           |  |                                                                                             |  |       |       | Page
|ITEM 1.    |  | FINANCIAL STATEMENTS                                                                        |  |       |       |     
|           |  | CONDENSED CONSOLIDATED BALANCE SHEETS December 31, 2002 and June 30, 2002                   |  |       | 3     |     
|           |  | CONDENSED CONSOLIDATED STATEMENTS OF INCOME
Three Months Ended December 31, 2002 and 2001   |  |       | 4     |     
|           |  | CONDENSED CONSOLIDATED STATEMENTS OF INCOME
Six Months Ended December 31, 2002 and 2001     |  |       | 5     |     
|           |  | CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
Six Months Ended December 31, 2002 and 2001 |  |       | 6     |     
|           |  | NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS                                        |  |       | 7-11  |     
|ITEM 2.    |  | MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS       |  |       | 12-18 |     
|ITEM 3.    |  | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISKS                                 |  |       | 19    |     
|ITEM 4.    |  | CONTROLS AND PROCEDURES                                                                     |  |       | 19    |     
|           |  | PART II.  OTHER INFORMATION                                                                 |  |       |       |     
|ITEM 4.    |  | SUBMISSIONS OF MATTERS TO A VOTE OF SECURITY
HOLDERS                                        |  |       | 20    |     
|ITEM 6.    |  | EXHIBITS AND REPORTS ON FORM 8-K                                                            |  |       | 20    |     
|SIGNATURES |  |                                                                                             |  | 21-25 |      
|EXHIBITS   |  |                                                                                             |  | 26    |      

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DIONEX CORPORATION




CONDENSED CONSOLIDATED BALANCE SHEETS


(In thousands, except share amounts)


|                                     |                                                                                                                                                                               |                                      |                            |        |  |              |         |          |  |         |  | 
|------------------------------------ | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------ | -------------------------- | ------ |  | ------------ | ------- | -------- |  | ------- |  | 
|                                     |                                                                                                                                                                               |                                      |                            |        |  | December 31, |         | June 30,
|                                     |                                                                                                                                                                               |                                      |                            |        |  | 2002         |         | 2002    
|                                     |                                                                                                                                                                               |                                      |                            |        |  |              |         |         
|                                     |                                                                                                                                                                               |                                      |                            |        |  | (unaudited)  |         |          |  |        
|                                     |                                                                                                                                                                               |                                      |                            | ASSETS |  |              |         |          |  |         |  | 
|Current assets:                      |                                                                                                                                                                               |                                      |                            |        |  |              |         |         
|                                     | Cash and equivalents (including invested cash of $26,044 at
December 31, 2002 and $12,877 at
June 30, 2002)                                                                   |                                      | $                          | 35,588 |  |              | $       | 22,169   | 
|                                     | Marketable equity securities                                                                                                                                                  |                                      |                            | 1,452  |  |              |         | 2,281    | 
|                                     | Accounts receivable (net of allowance for doubtful accounts of
$975 at December 31, 2002 and $989 at June 30,
2002)                                                           |                                      |                            | 44,113 |  |              |         | 45,139   | 
|                                     | Inventories                                                                                                                                                                   |                                      |                            | 25,539 |  |              |         | 22,410   | 
|                                     | Deferred tax assets                                                                                                                                                           |                                      |                            | 9,142  |  |              |         | 7,756    | 
|                                     | Prepaid expenses and other                                                                                                                                                    |                                      |                            | 2,233  |  |              |         | 2,634    | 
|                                     |                                                                                                                                                                               |                                      |                            |        |  |              |         |         
|                                     |                                                                                                                                                                               |                                      | Total current assets       |        |  | 118,067      |         |          |  | 102,389 | 
|Property, plant and equipment, net   |                                                                                                                                                                               |                                      | 44,662                     |        |  |              | 44,895  |         
|Goodwill, net                        |                                                                                                                                                                               |                                      | 23,587                     |        |  |              | 19,549  |         
|Intangible assets, net               |                                                                                                                                                                               |                                      | 4,980                      |        |  |              | 5,506   |         
|Other assets                         |                                                                                                                                                                               |                                      | 10,038                     |        |  |              | 8,379   |         
|                                     |                                                                                                                                                                               |                                      |                            |        |  |              |         |         
|                                     |                                                                                                                                                                               | $                                    | 201,334                    |        |  | $            | 180,718 |         
|                                     |                                                                                                                                                                               |                                      |                            |        |  |              |         |         
|                                     |                                                                                                                                                                               | LIABILITIES AND STOCKHOLDERS EQUITY |                            |        |  |              |         |          |  |        
|Current liabilities:                 |                                                                                                                                                                               |                                      |                            |        |  |              |         |         
|                                     | Notes payable to banks                                                                                                                                                        |                                      | $                          | 2,192  |  |              | $       | 2,503    | 
|                                     | Accounts payable                                                                                                                                                              |                                      |                            | 6,212  |  |              |         | 5,227    | 
|                                     | Accrued liabilities                                                                                                                                                           |                                      |                            | 27,875 |  |              |         | 24,770   | 
|                                     | Income taxes payable                                                                                                                                                          |                                      |                            | 4,028  |  |              |         | 4,902    | 
|                                     | Accrued product warranty                                                                                                                                                      |                                      |                            | 3,045  |  |              |         | 2,912    | 
|                                     |                                                                                                                                                                               |                                      |                            |        |  |              |         |         
|                                     |                                                                                                                                                                               |                                      | Total current liabilities  |        |  | 43,352       |         |          |  | 40,314  | 
|Deferred taxes                       |                                                                                                                                                                               |                                      | 4,487                      |        |  |              | 4,949   |         
|Long-term debt                       |                                                                                                                                                                               |                                      | 758                        |        |  |              | 1,002   |         
|Other long-term liabilities          |                                                                                                                                                                               |                                      | 6,428                      |        |  |              | 2,746   |         
|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: 21,082,049
shares at December 31, 2002 and 21,089,372 shares at
June 30, 2002) |                                      |                            | 71,897 |  |              |         | 67,626   | 
|Retained earnings                    |                                                                                                                                                                               |                                      | 75,207                     |        |  |              | 67,439  |         
|Accumulated other comprehensive loss |                                                                                                                                                                               |                                      | (795                       | )      |  |              | (3,358  | )       
|                                     |                                                                                                                                                                               |                                      |                            |        |  |              |         |         
|                                     |                                                                                                                                                                               |                                      | Total stockholders equity |        |  | 146,309      |         |          |  | 131,707 | 
|                                     |                                                                                                                                                                               |                                      |                            |        |  |              |         |         
|                                     |                                                                                                                                                                               | $                                    | 201,334                    |        |  | $            | 180,718 |         
|                                     |                                                                                                                                                                               |                                      |                            |        |  |              |         |         

See notes to condensed consolidated financial statements.

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DIONEX CORPORATION




CONDENSED CONSOLIDATED STATEMENTS OF INCOME


THREE MONTHS ENDED DECEMBER 31, 2002 AND 2001


(In thousands, except per share amounts)


|                                            |                                                           |                                     |                          |        |                    |        |        |        |        |        | 
|------------------------------------------- | --------------------------------------------------------- | ----------------------------------- | ------------------------ | ------ | ------------------ | ------ | ------ | ------ | ------ | ------ | 
|                                            |                                                           |                                     |                          |        | Three Months Ended
|                                            |                                                           |                                     |                          |        | December 31,      
|                                            |                                                           |                                     |                          |        | 2002               |        | 2001  
|                                            |                                                           |                                     |                          |        |                    |        |       
|                                            |                                                           |                                     |                          |        | (unaudited)       
|Net sales                                   |                                                           | $                                   | 54,478                   |        |                    | $      | 46,729 |       
|Cost of sales                               |                                                           |                                     | 18,321                   |        |                    |        | 16,070 |       
|                                            |                                                           |                                     |                          |        |                    |        |        |       
|Gross profit                                |                                                           |                                     | 36,157                   |        |                    |        | 30,659 |       
|                                            |                                                           |                                     |                          |        |                    |        |        |       
|Operating expenses:                         |                                                           |                                     |                          |        |                    |        |        |       
|                                            |                                                           | Selling, general and administrative |                          |        | 19,138             |        |        |        | 16,209 |       
|                                            |                                                           | Research and product development    |                          |        | 4,334              |        |        |        | 3,638  |       
|                                            |                                                           |                                     |                          |        |                    |        |        |       
|                                            |                                                           |                                     | Total operating expenses |        |                    | 23,472 |        |        |        | 19,847 | 
|                                            |                                                           |                                     |                          |        |                    |        |        |       
|Operating income                            |                                                           |                                     | 12,685                   |        |                    |        | 10,812 |       
|Interest income                             |                                                           |                                     | 158                      |        |                    |        | 91     |       
|Interest expense                            |                                                           |                                     | (49                      | )      |                    |        | (55    | )     
|Other income                                |                                                           |                                     | 390                      |        |                    |        | 400    |       
|                                            |                                                           |                                     |                          |        |                    |        |        |       
|Income before taxes                         |                                                           |                                     | 13,184                   |        |                    |        | 11,248 |       
|Taxes on income                             |                                                           |                                     | 4,285                    |        |                    |        | 3,651  |       
|                                            |                                                           |                                     |                          |        |                    |        |        |       
|                                            |                                                           |                                     | Net income               |        | $                  | 8,899  |        |        | $      | 7,597  | 
|                                            |                                                           |                                     |                          |        |                    |        |        |       
|Basic earnings per share                    |                                                           | $                                   | 0.42                     |        |                    | $      | 0.35   |       
|                                            |                                                           |                                     |                          |        |                    |        |        |       
|Diluted earnings per share                  |                                                           | $                                   | 0.41                     |        |                    | $      | 0.34   |       
|                                            |                                                           |                                     |                          |        |                    |        |        |       
|Shares used in computing per share amounts: |                                                           |                                     |                          |        |                    |        |        |       
|                                            | Basic                                                     |                                     |                          | 21,161 |                    |        |        | 21,923 |       
|                                            |                                                           |                                     |                          |        |                    |        |        |       
|                                            | Diluted                                                   |                                     |                          | 21,713 |                    |        |        | 22,417 |       
|                                            |                                                           |                                     |                          |        |                    |        |        |       
|                                            | See notes to condensed consolidated financial statements. |                                     |                          |        |                    |        |        |        |       

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DIONEX CORPORATION




CONDENSED CONSOLIDATED STATEMENTS OF INCOME


SIX MONTHS ENDED DECEMBER 31, 2002 AND 2001
(In thousands, except per share amounts)


|                                            |                            |                                                           |                                     |                          |  |                  |        |        |  |        |        | 
|------------------------------------------- | -------------------------- | --------------------------------------------------------- | ----------------------------------- | ------------------------ |  | ---------------- | ------ | ------ |  | ------ | ------ | 
|                                            |                            |                                                           |                                     |                          |  | Six Months Ended
|                                            |                            |                                                           |                                     |                          |  | December 31,    
|                                            |                            |                                                           |                                     |                          |  | 2002             |        | 2001  
|                                            |                            |                                                           |                                     |                          |  |                  |        |       
|                                            |                            |                                                           |                                     |                          |  | (unaudited)     
|Net sales                                   |                            | $                                                         | 101,750                             |                          |  | $                | 88,796 |       
|Cost of sales                               |                            |                                                           | 35,272                              |                          |  |                  | 31,386 |       
|                                            |                            |                                                           |                                     |                          |  |                  |        |       
|Gross profit                                |                            |                                                           | 66,478                              |                          |  |                  | 57,410 |       
|                                            |                            |                                                           |                                     |                          |  |                  |        |       
|Operating expenses:                         |                            |                                                           |                                     |                          |  |                  |        |       
|                                            |                            |                                                           | Selling, general and administrative |                          |  | 36,223           |        |        |  | 31,780 |       
|                                            |                            |                                                           | Research and product development    |                          |  | 8,240            |        |        |  | 7,583  |       
|                                            |                            |                                                           |                                     |                          |  |                  |        |       
|                                            |                            |                                                           |                                     | Total operating expenses |  |                  | 44,463 |        |  |        | 39,363 | 
|                                            |                            |                                                           |                                     |                          |  |                  |        |       
|Operating income                            |                            |                                                           | 22,015                              |                          |  |                  | 18,047 |       
|Interest income                             |                            |                                                           | 243                                 |                          |  |                  | 246    |       
|Interest expense                            |                            |                                                           | (117                                | )                        |  |                  | (107   | )     
|Other income                                |                            |                                                           | 390                                 |                          |  |                  | 999    |       
|                                            |                            |                                                           |                                     |                          |  |                  |        |       
|Income before taxes                         |                            |                                                           | 22,531                              |                          |  |                  | 19,185 |       
|Taxes on income                             |                            |                                                           | 7,323                               |                          |  |                  | 6,231  |       
|                                            |                            |                                                           |                                     |                          |  |                  |        |       
|                                            |                            |                                                           |                                     | Net income               |  | $                | 15,208 |        |  | $      | 12,954 | 
|                                            |                            |                                                           |                                     |                          |  |                  |        |       
|                                            | Basic earnings per share   |                                                           | $                                   | 0.72                     |  |                  | $      | 0.59   | 
|                                            |                            |                                                           |                                     |                          |  |                  |        |       
|                                            | Diluted earnings per share |                                                           | $                                   | 0.70                     |  |                  | $      | 0.57   | 
|                                            |                            |                                                           |                                     |                          |  |                  |        |       
|Shares used in computing per share amounts: |                            |                                                           |                                     |                          |  |                  |        |       
|                                            | Basic                      |                                                           |                                     | 21,137                   |  |                  |        | 22,030 | 
|                                            |                            |                                                           |                                     |                          |  |                  |        |       
|                                            | Diluted                    |                                                           |                                     | 21,629                   |  |                  |        | 22,560 | 
|                                            |                            |                                                           |                                     |                          |  |                  |        |       
|                                            |                            | See notes to condensed consolidated financial statements. |                                     |                          |  |                  |        |        |  |       

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DIONEX CORPORATION




CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS


SIX MONTHS ENDED DECEMBER 31, 2002 AND 2001
(In thousands)




|                                                                                  |                                             |                                           |                                   |        |        |                  |        |        |         |        |   | 
|--------------------------------------------------------------------------------- | ------------------------------------------- | ----------------------------------------- | --------------------------------- | ------ | ------ | ---------------- | ------ | ------ | ------- | ------ | - | 
|                                                                                  |                                             |                                           |                                   |        |        | Six Months Ended
|                                                                                  |                                             |                                           |                                   |        |        | December 31,    
|                                                                                  |                                             |                                           |                                   |        |        | 2002             |        | 2001  
|                                                                                  |                                             |                                           |                                   |        |        |                  |        |       
|                                                                                  |                                             |                                           |                                   |        |        | (unaudited)     
|Cash and equivalents provided by (used for):                                      |                                             |                                           |                                   |        |        |                  |        |       
|Cash flows from operating activities:                                             |                                             |                                           |                                   |        |        |                  |        |       
|Net income                                                                        |                                             | $                                         | 15,208                            |        |        | $                | 12,954 |       
|Adjustments to reconcile net income to net cash provided by
operating activities: |                                             |                                           |                                   |        |        |                  |        |       
|                                                                                  |                                             | Depreciation and amortization             |                                   |        | 2,747  |                  |        |        | 2,554   |       
|                                                                                  |                                             | Gain on sale of marketable securities     |                                   |        | (414   | )                |        |        | (1,056  | )     
|                                                                                  |                                             | Tax benefit related to stock option plans |                                   |        | 1,746  |                  |        |        | 302     |       
|                                                                                  |                                             | Deferred taxes                            |                                   |        | (1,663 | )                |        |        | (1,062  | )     
|                                                                                  |                                             | Changes in assets and liabilities:        |                                   |        |        |                  |        |        |         |       
|                                                                                  |                                             |                                           | Accounts receivable               |        |        | 2,597            |        |        |         | 5,537  |  
|                                                                                  |                                             |                                           | Inventories                       |        |        | (2,398           | )      |        |         | 2,486  |  
|                                                                                  |                                             |                                           | Prepaid expenses and other assets |        |        | (1,546           | )      |        |         | 247    |  
|                                                                                  |                                             |                                           | Accounts payable                  |        |        | 887              |        |        |         | (1,590 | )
|                                                                                  |                                             |                                           | Accrued liabilities               |        |        | 2,439            |        |        |         | 653    |  
|                                                                                  |                                             |                                           | Income taxes payable              |        |        | (890             | )      |        |         | (253   | )
|                                                                                  |                                             |                                           | Accrued product warranty          |        |        | 48               |        |        |         | (33    | )
|                                                                                  |                                             |                                           |                                   |        |        |                  |        |       
|Net cash provided by operating activities                                         |                                             |                                           | 18,761                            |        |        |                  | 20,739 |       
|                                                                                  |                                             |                                           |                                   |        |        |                  |        |       
|Cash flows from investing activities:                                             |                                             |                                           |                                   |        |        |                  |        |       
|                                                                                  | Proceeds from sale of marketable securities |                                           |                                   | 728    |        |                  |        | 1,661  |        
|                                                                                  | Purchase of property, plant and equipment   |                                           |                                   | (1,204 | )      |                  |        | (2,734 | )      
|                                                                                  | Other                                       |                                           |                                   | (498   | )      |                  |        | 11     |        
|                                                                                  |                                             |                                           |                                   |        |        |                  |        |       
|Net cash used for investing activities                                            |                                             |                                           | (974                              | )      |        |                  | (1,062 | )     
|                                                                                  |                                             |                                           |                                   |        |        |                  |        |       
|Cash flows from financing activities:                                             |                                             |                                           |                                   |        |        |                  |        |       
|                                                                                  |                                             | Net change in notes payable to banks      |                                   |        | (322   | )                |        |        | 1,398   |       
|                                                                                  |                                             | Proceeds from long-term debt              |                                   |        |       |                  |        |        | 483     |       
|                                                                                  |                                             | Principal payments on long-term debt      |                                   |        | (258   | )                |        |        | (212    | )     
|                                                                                  |                                             | Sale of common stock                      |                                   |        | 3,471  |                  |        |        | 1,164   |       
|                                                                                  |                                             | Repurchase of common stock                |                                   |        | (8,386 | )                |        |        | (12,661 | )     
|                                                                                  |                                             |                                           |                                   |        |        |                  |        |       
|Net cash (used for)financing activities                                           |                                             |                                           | (5,495                            | )      |        |                  | (9,828 | )     
|                                                                                  |                                             |                                           |                                   |        |        |                  |        |       
|Effect of exchange rate changes on cash                                           |                                             |                                           | 1,127                             |        |        |                  | (297   | )     
|                                                                                  |                                             |                                           |                                   |        |        |                  |        |       
|Net increase in cash and equivalents                                              |                                             |                                           | 13,419                            |        |        |                  | 9,552  |       
|Cash and equivalents, beginning of period                                         |                                             |                                           | 22,169                            |        |        |                  | 17,311 |       
|                                                                                  |                                             |                                           |                                   |        |        |                  |        |       
|Cash and equivalents, end of period                                               |                                             | $                                         | 35,588                            |        |        | $                | 26,863 |       
|                                                                                  |                                             |                                           |                                   |        |        |                  |        |       
|Supplemental disclosures of cash flow information:                                |                                             |                                           |                                   |        |        |                  |        |       
|Income taxes paid                                                                 |                                             | $                                         | 7,663                             |        |        | $                | 7,083  |       
|Interest paid                                                                     |                                             | $                                         | 82                                |        |        | $                | 109    |       
|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)
which 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. If the
entire additional contingent purchase consideration is achieved, the
shareholders of LC Packings will be paid an additional amount not to exceed $13
million. At December 31, 2002, $13 million of the additional contingent
purchase consideration had been earned and was recorded as goodwill.

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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 issued
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 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 intends to adopt 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.

4. Inventories

Inventories consist of (in thousands):

|                |  |                   |        |               |  |   |        | 
|--------------- |  | ----------------- | ------ | ------------- |  | - | ------ | 
|                |  | December 31, 2002 |        | June 30, 2002
|                |  |                   |        |              
|Finished goods  |  | $                 | 11,601 |               |  | $ | 9,127  | 
|Work in process |  |                   | 3,399  |               |  |   | 3,643  | 
|Raw materials   |  |                   | 10,539 |               |  |   | 9,640  | 
|                |  |                   |        |               |  |   |        | 
|                |  | $                 | 25,539 |               |  | $ | 22,410 | 
|                |  |                   |        |               |  |   |        | 

5. Income Taxes

The effective income tax rate for the first six 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 gain or loss
on equity securities available for sale. Comprehensive income was $11,779,000
and $7,211,000 for the three months ended December 31, 2002 and 2001,
respectively, and $17,771,000 and $12,882,000 for the six months ended December
31, 2002 and 2001, 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 December 31, 2002 and
2001, there were 1,236,186 and 1,491,809 stock option shares, respectively,
excluded from the computation to calculate 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 six months of fiscal 2003, the Company repurchased
291,900 shares of its common stock on the open market for $8.4 million ($28.73
per share), compared with 469,470 shares repurchased in the first six months of
the previous fiscal year for $12.7 million ($26.97 per share). During all of
fiscal 2002, the Company repurchased 1,333,870 shares.

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 six months ended
December 31, 2002 are as follows (in thousands):

|                                    |  |       |        | 
|----------------------------------- |  | ----- | ------ | 
|                                    |  | Total
|                                    |  |      
|Balance as of July 1, 2002          |  | $     | 19,549 | 
|Goodwill acquired during the period |  |       | 3,683  | 
|Translation adjustments and other   |  |       | 355    | 
|                                    |  |       |        | 
|Balance as of December 31, 2002     |  | $     | 23,587 | 
|                                    |  |       |        | 

Intangible assets (in thousands):

|                       |  |                         |       |                     |  |             |        |                 |  |              |       |     |  |   |       |             |  |   |        |   |  |   |       | 
|---------------------- |  | ----------------------- | ----- | ------------------- |  | ----------- | ------ | --------------- |  | ------------ | ----- | --- |  | - | ----- | ----------- |  | - | ------ | - |  | - | ----- | 
|                       |  | As of December 31, 2002 |       | As of
June 30, 2002
|                       |  |                         |       |                    
|                       |  |                         |       |                     |  | Accumulated |        |                 |  |              |       |     |  |   |       | Accumulated |  |   |        |  
|                       |  | Carrying Amount         |       | Amortization        |  | Net         |        | Carrying Amount |  | Amortization |       | Net
|                       |  |                         |       |                     |  |             |        |                 |  |              |       |    
|Patents and
Trademarks |  | $                       | 379   |                     |  | $           | (375   | )               |  | $            | 4     |     |  | $ | 379   |             |  | $ | (375   | ) |  | $ | 4     | 
|Developed
Technology   |  |                         | 8,883 |                     |  |             | (3,907 | )               |  |              | 4,976 |     |  |   | 8,651 |             |  |   | (3,149 | ) |  |   | 5,502 | 
|                       |  |                         |       |                     |  |             |        |                 |  |              |       |     |  |   |       |             |  |   |        |   |  |   |       | 
|Total                  |  | $                       | 9,262 |                     |  | $           | (4,282 | )               |  | $            | 4,980 |     |  | $ | 9,030 |             |  | $ | (3,524 | ) |  | $ | 5,506 | 
|                       |  |                         |       |                     |  |             |        |                 |  |              |       |     |  |   |       |             |  |   |        |   |  |   |       | 

Amortization expense of other intangible assets was $618,000 and
$592,000 respectively, for the six months ended December 31, 2002 and 2001. The
estimated amortization for each of the five fiscal years subsequent to June 30,
2002 is as follows:

|           |  |              |       | 
|---------- |  | ------------ | ----- | 
|Year Ended |  | Amortization
|June 30,   |  | Expense     
|           |  |             
|2003       |  | $            | 1,269 | 
|2004       |  |              | 1,269 | 
|2005       |  |              | 1,269 | 
|2006       |  |              | 734   | 
|2007       |  |              | 714   | 
|           |  |              |       | 
|Total      |  | $            | 5,255 | 
|           |  |              |       | 

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DIONEX CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


(Unaudited)


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 six months ended
December 31, 2002 are as follows (in thousands):

|                                   |                          |  |                 |       |           |  |              |       |                |  |                     |    |  |  |         |        |   |  |   |       |  |  |  |  | 
|---------------------------------- | ------------------------ |  | --------------- | ----- | --------- |  | ------------ | ----- | -------------- |  | ------------------- | -- |  |  | ------- | ------ | - |  | - | ----- |  |  |  |  | 
|                                   |                          |  |                 |       |           |  |              |       |                |  | Charged             |    |  |  |         |        |   |  |   |       |  |  | 
|                                   |                          |  | Balance         |       |           |  |              |       | (Credited)     |  |                     |    |  |  |         |        |   |  |   |       | 
|                                   |                          |  | Beginning       |       |           |  |              |       | to Other       |  |                     |    |  |  | Balance |        |   |  |  
|                                   |                          |  | of Period/ Year |       | Additions |  | Accounts (1) |       | Deductions (2) |  | End of Period/ Year |    |  |  |        
|                                   |                          |  |                 |       |           |  |              |       |                |  |                     |    |  |  |        
|SIX
MONTHS ENDEDDECEMBER 31, 2002: |                          |  |                 |       |           |  |              |       |                |  |                     |    |  |  |         |        |   |  |   |       |  |  |  | 
|                                   | Accrued product
warranty |  | $               | 2,912 |           |  | $            | 1,180 |                |  | $                   | 85 |  |  | $       | (1,132 | ) |  | $ | 3,045 |  |  |  |  | 
|                                   |                          |  |                 |       |           |  |              |       |                |  |                     |    |  |  |         |        |   |  |   |       |  |  |  | 



---

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

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 December 31, 2002 and June 30, 2002 were approximately $2.6
million for both periods. The Company is contingently liable for these unpaid
balances to the extent these 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 is zero at December 31, 2002 and June
30, 2002 based on its past experience of discounting trade notes
receivable.

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##### Table of Contents



DIONEX CORPORATION




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

Results of Operations - Three Months Ended December 31, 2002 and 2001

Net sales for the second quarter of fiscal 2003 were $54.5 million, an increase of 17% compared with $46.7 million reported for the same period last year.
Sales increased over the prior year period in all geographic markets.
North America continued to grow strongly, at a high single-digit rate. Sales in
Europe remained strong, growing in the high double-digits in reported dollars and in high single-digits in local currency. Sales in Japan rebounded very
strongly this quarter, growing 25% compared with a year ago. Overall, sales were positively affected by currency fluctuations by approximately 4% for the
quarter.

Gross margin for the second quarter of fiscal 2003 was 66.4%, up from the 65.6%
reported for the same period last year. Gross margin was higher primarily due
to a change in the geographic mix as well as a benefit from currency
fluctuations.

Operating expenses of $23.5 million for the second quarter of fiscal 2003 were
up $3.6 million or 18%, from the $19.8 million reported in the same quarter
last year. As a percentage of sales, operating expenses were 43% for the
second quarter of fiscal 2003 and for the second quarter last year.

Selling, general and administrative (SG&A) expenses increased $2.9 million, or
18%, to $19.1 million in the second quarter of fiscal 2002. The increase is
the result of lower spending last year on initiatives and projects that were
delayed as a result of the events of September 11, 2001. In the second
quarter of fiscal 2003, we continued the expansion efforts in China and
increased our sales and marketing efforts for both IC and HPLC products. In
addition, currency fluctuations also increased SG&A expenses.

Research and development (R&D) costs of $4.3 million were $696,000 higher, or
19%, from the $3.7 million reported in the same period last year. The level of
R&D spending varies depending on both the breadth of the Companys R&D efforts
and the stage of specific product development.

Other income was $390,000 and $400,000 in the second quarter of fiscal 2003 and
2002, respectively. Other income resulted primarily from the sale of
marketable equity securities during the two quarters.

The effective tax rate for the second quarter of fiscal 2003 was 32.5%,
unchanged from the second quarter a year ago. The tax rate reflects offsetting
taxable incomes among the varied tax jurisdictions in which the Company does
business.

Net income in the second quarter of fiscal 2003 was $8.9 million, compared with
$7.6 million reported for the same period last year. Diluted earnings per share
were $.41 compared with $.34 in the same period last year.

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Results of Operations - Six Months Ended December 31, 2002 and 2001

Net sales for the six months ended December 31, 2003 were $101.8 million, an
increase of 15% compared with $88.8 million reported for the same period last
year. Sales also increased compared to the same period last year in all
geographic markets. Sales in North America grew in the high single-digits.
Sales in Europe increased in the high double-digits in local currency and in
the high single-digits in reported dollars. Japan grew in the low
double-digits for the first six months of fiscal 2003.

Gross margin for the first six months of fiscal 2003 was 65.3%, up from the
64.7% reported for the same period last year. Gross margin was higher due to
the favorable effect of currency fluctuations and lower manufacturing costs.

Operating expenses of $44.5 million for the first six months of fiscal 2003
increased $5.1 million, or 13%, from the $39.4 million reported for the same
period last year. As a percentage of sales, operating expenses were 44% in
both fiscal years.

SG&A expenses were $36.2 million, an increase of 14%, compared with the $31.8
million reported in the same period last year. The increase of expenses
incurred during the first six months of fiscal 2003 are primarily due to the
lower cost base for the same period last year. Additionally, higher sales and
marketing expenses were incurred to expand our business in China and our HPLC
business in Europe and North America. Currency fluctuations also had an impact
which increased SG&A expenses.

R&D costs of $8.2 million were up 9% from the same period last year. The level
of R&D spending varies depending on both the breadth of the Companys R&D
efforts and the stage of specific product development.

Other income was $390,000 for the first half of fiscal 2003, compared with
$999,000 for the same period last year. Other income in fiscal 2002 resulted
primarily from the sales of marketable equity securities.

The effective tax rate for the first six months of fiscal 2003 was 32.5%,
unchanged from the same period last year. The tax rate reflects offsetting
taxable incomes among the varied tax jurisdictions in which the Company does
business.

Net income for the first six months of fiscal 2003 was $15.2 million,
compared with $13.0 million reported for the same period last year. Diluted
earnings per share for the first half of fiscal 2003 were $.70, compared with
$.57 for the same period last year.

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Liquidity and Capital Resources

At December 31, 2002, the Company had cash and cash investments of $35.6
million. The Companys working capital was $74.7 million, up $5.2 million from
the $62.1 million reported at June 30, 2002. Cash generated by operating
activities for the six months ended December 31, 2002 was $18.8 million
compared with $20.7 million for the same period last year. The decrease in
operating cash flow was primarily due to an increase in inventory and as well
as an increase in prepaid expenses and other assets.

Cash used for investing activities was $1.0 million and $1.1 million in the
first six months of fiscal 2003 and 2002, respectively. Capital expenditures
were $1.2 million and $2.7 million during the first six months of fiscal 2003
and 2002, respectively. The amount in fiscal 2002 includes $1.8 million
related to an expansion of a manufacturing site in Germering, Germany.
Proceeds from the sale of marketable securities were $.7 million and $1.6 million
for the first six months of fiscal 2003 and 2002, respectively.

Cash used for financing activities was $5.5 million and $9.8 million in the
first six months of fiscal 2003 and 2002, respectively. The decrease is
primarily attributable to the repurchase of common stock for $8.4 million in
fiscal 2003, compared with $12.7 million in fiscal 2002 with an offset of
proceeds received from the issuance of common stock for the exercise of
employee stock options. Additionally, sales of common stock increased
to $3.5
million in fiscal 2003 as compared to $1.2 million in fiscal 2002.

At December 31, 2002, the Company had utilized $3.0 million of the Companys
$35.0 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. During the six months of fiscal 2003, the
Company repurchased 291,900 shares of its common stock for $8.4 million.

New Accounting Pronouncements

In October 2001, the Financial Accounting Standards Board issued 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
impact on its consolidated financial statements.

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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 intends to adopt 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.

Forward-looking statements

Except for historical information contained herein, the above discussion
contains 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.

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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.

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 and no right of return or price protection
exists. 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.

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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 our 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.

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 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 that affect the Companys capitalized patent, trademark and
intellectual properties such as licenses.

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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) No. 142, Goodwill and Other Intangible Assets and as a result, we
ceased to amortize approximately $13.2 million of goodwill at June 30, 2001.
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.

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 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
that 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 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

On October 25, 2002, the Company held its annual meeting for the following
purposes: (1) to elect directors; and (2) to ratify the selection of Deloitte &
Touche LLP as the Companys independent auditors for its fiscal year ending
June 30, 2003. A description of these matters is contained in the Companys
Proxy Statement dated September 20, 2002, relating to the 2002 Annual Meeting
of Stockholders.

There were 21,139,031 shares of the Companys common stock entitled to vote at
the Annual Meeting of Stockholders based on the September 9, 2002 record date.
The Company solicited proxies pursuant to Regulation 14A of the Securities and
Exchange Act of 1934 and there was no solicitation to managements nominees for
directors as listed in the proxy statement. Each director received a minimum
of 17,446,336 votes, which represents at least 82% of the outstanding common
stock entitled to vote.

The stockholders voted to ratify the selection of Deloitte & Touche LLP as the
Companys independent auditors for its fiscal year ending June 30, 2003.




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.
| | --- |  | --------------------

| |                                                                                             
| | --------------------------------------------------------------------------------------------
| | The Company did not file any reports on Form 8-K during the quarter ended December 31, 2002.

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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)
|                        |  |                                 |                          |                                                                     
|                        |  | By:                             | /s/ Lukas Braunschweiler
|Date: February 11, 2003 |  |                                 |                         
|                        |  |                                 |                          | Lukas Braunschweiler
President, Chief Executive Officer
And Director
|                        |  |                                 |                          |                                                                     
|                        |  | By:                             | /s/ Craig A. McCollam   
|                        |  |                                 |                         
|                        |  |                                 |                          | Craig A. McCollam
Vice President, Finance and
Administration        

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##### Table of Contents



CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER
PERSUANT 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;                                                                                                                        

21



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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: February 11, 2003

/s/ Lukas Braunschweiler
Lukas Braunschweiler
President, Chief Executive Officer and Director

22



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##### Table of Contents



CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER
PERSUANT 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;                                                                                                                        

23



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##### Table of Contents





| | 5. |  | The registrantother certifying officers and I have
disclosed, based on our most recent evaluation, to the
registrantauditors and the audit committee of
registrant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ability to record, process, summarize and report
financial data and have identified for the registrant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internal controls; and                                                                                                                                      



| | 6. |  | The registrant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: February 11, 2003

/s/ Craig A. McCollam
Craig A. McCollam
Vice President and Chief Financial Officer

24



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Index to Exhibits

|       |  |                                                                                                                                                                                                                                                                                                    
|------ |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|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.