THIRD AMENDMENT TO CREDIT AGREEMENT (MULTICURRENCY)


	THIS THIRD AMENDMENT TO CREDIT AGREEMENT (MULTICURRENCY) 
(the "Amendment"), dated as of September 30, 1998, is entered 
into by and between DIONEX CORPORATION (the "Borrower") and BANK 
OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION (the "Bank"). 

	RECITALS

	A.  The Borrower and the Bank are parties to a Credit 
Agreement (Multicurrency), dated as of February 29, 1996, as 
amended by a First Amendment to Credit Agreement (Multicurrency) 
dated as of December 15, 1997 and a Second Amendment to Credit 
Agreement (Multicurrency) dated as of January 30, 1998 (the 
"Credit Agreement"), pursuant to which the Bank has extended 
certain credit facilities to the Borrower and certain of its 
Subsidiaries.

	B.  The Borrower has requested that the Bank agree to 
certain amendments of the Credit Agreement.

	C.  The Bank is willing to amend the Credit Agreement, 
subject to the terms and conditions of this Amendment.

	NOW, THEREFORE, for valuable consideration, the receipt and 
adequacy of which are hereby acknowledged, the parties hereto 
hereby agree as follows:

	1.  Defined Terms.  Unless otherwise defined herein, 
capitalized terms used herein shall have the meanings, if any, 
assigned to them in the Credit Agreement.

	2.  Amendments to Credit Agreement.

		(a)	Section 1.01 of the Credit Agreement shall be 
amended at the defined term "Availability Period" by amending and 
restating such defined term as follows:

		"'Availability Period':  the period commencing on the 
date of this Agreement and ending on the date that is the 
earlier to occur of (a) September 30, 2000, and (b) the date 
on which the Bank's commitment to extend credit hereunder 
terminates."

		(b)	Section 1.01 of the Credit Agreement shall be 
amended at the defined term "Credit Limit" by amending and 
restating such defined term as follows:

		"'Credit Limit':  the amount of $25,000,000 or the 
Equivalent Amount thereof."

		(c)	Section 1.01 of the Credit Agreement shall be 
amended at the defined term "Final Maturity Date" by amending and 
restating such defined term as follows:

		"'Final Maturity Date':  (a) in respect of any 
Advances, September 30, 2000; (b) in respect of any 
commercial letters of credit, March 31, 2001; and (c) in 
respect of any standby letters of credit, September 30, 
2001."

		(d)	Section 2.01 of the Credit Agreement shall be 
amended by adding to it the following new subsection:

		"(d)	The aggregate L/C Outstanding Amount may not 
exceed at any one time $10,000,000."

		(e)	Section 2.02(b) of the Credit Agreement shall be 
amended by deleting the percentage "0.75%" and inserting the 
percentage "0.625%" in place thereof.

		(f)	Section 2.02(c) of the Credit Agreement shall be 
amended by deleting the percentage "0.75%" and inserting the 
percentage "0.625%" in place thereof.

		(g)	Article V of the Credit Agreement shall be amended 
by adding the following Section 5.14:

		"5.14  Y2K Representation.  On the basis of a 
comprehensive review and assessment of the Borrower's and 
each Acceptable Subsidiaries' systems and equipment and 
inquiry made of the Borrower's and each Acceptable 
Subsidiaries' material suppliers, vendors and customers, the 
Borrower's management is of the view that the "Year 2000 
problem" (that is, the inability of computers, as well as 
embedded microchips in non-computing devices, to perform 
properly date-sensitive functions with respect to certain 
dates prior to and after December 31, 1999), including costs 
of remediation, will not result in a Material Adverse 
Effect.  The Borrower and the Acceptable Subsidiaries have 
developed feasible contingency plans adequately to ensure 
uninterrupted and unimpaired business operation in the event 
of failure of their own or a third party's systems or 
equipment due to the Year 2000 problem, including those of 
vendors, customers, and suppliers, as well as a general 
failure of or interruption in its communications and 
delivery infrastructure."

		(h)	Section 7.08 of the Credit Agreement shall be 
amended and restated in its entirety as follows:

		"7.08  Tangible Net Worth.  The Borrower shall not 
permit on a consolidated basis its Tangible Net Worth to be 
less than 90% of Tangible Net Worth as of June 30, 1998, 
plus (i) 75% of quarterly net income after income taxes 
(without subtracting losses) earned in each quarterly 
accounting period commencing after June 30, 1998, plus (ii) 
100% of the net proceeds from any equity securities issued 
after June 30, 1998, less (iii) 100% of capital stock 
repurchases after June 30, 1998, less (iv) the amount of 
asset write-downs related to acquisitions which are taken 
in the quarterly accounting period in which the acquisition 
occurs up to an aggregate maximum amount recorded after 
June 30, 1998, of $20,000,000, where:

		'Tangible Net Worth' means the gross book value of 
the assets of the Borrower and its Subsidiaries on a consolidated basis 
(exclusive of goodwill, patents, trademarks, trade names, 
organization expense, treasury stock, unamortized debt discount and 
expense, deferred charges, and other like intangibles) less (a) reserves 
applicable thereto, and (b) all liabilities (including accrued and 
deferred income taxes)."

	(i)	Section 7.09 of the Credit Agreement shall be 
amended and restated in its entirety as follows:

	"7.09  Leverage Ratio.  The Borrower shall not as of 
the last day of any quarterly accounting period permit on a 
consolidated basis the ratio of (a) funded debt 
(including off balance sheet debt) to (b) Adjusted EBITDA 
(calculated on a rolling four quarter basis) to be greater 
than 1.00 to 1.00 where:

'Adjusted EBITDA' means consolidated operating income 
for the four immediately prior quarterly accounting 
periods ended on that day plus depreciation and 
amortization to the extent included in the 
determination of such operating income, plus the 
amount of asset write-downs related to acquisitions 
which are taken in the quarterly accounting period in 
which the acquisition occurs up to an aggregate 
maximum amount recorded after June 30, 1998, of 
$20,000,000."

		(j)	Section 7.10 of the Credit Agreement shall be 
amended and restated in its entirety as follows:

		"7.10  Quick Ratio.  The Borrower shall not permit at 
any time on a consolidated basis the ratio of (a) the sum of 
cash, short-term cash investments, marketable securities not 
classified as long-term investments and current net accounts 
receivable to (b) current liabilities to be less than 1.25."

		(k)	Section 7.11 of the Credit Agreement shall be 
deleted in its entirety.

	3.  Representations and Warranties.  The Borrower hereby 
represents and warrants to the Bank as follows:

		(a)	No Event of Default or event which, with the 
giving of notice or passage of time or both, would be an Event of 
Default has occurred and is continuing. 

		(b)	The execution, delivery and performance by the 
Borrower of this Amendment have been duly authorized by all 
necessary corporate and other action and do not and will not 
require any registration with, consent or approval of, notice to 
or action by, any person (including any governmental authority) 
in order to be effective and enforceable.  The Credit Agreement 
as amended by this Amendment constitutes the legal, valid and 
binding obligations of the Borrower, enforceable against it in 
accordance with its respective terms, without defense, 
counterclaim or offset.  

		(c)	All representations and warranties of the Borrower 
contained in the Credit Agreement are true and correct.

		(d)	The Borrower is entering into this Amendment on 
the basis of its own investigation and for its own reasons, 
without reliance upon the Bank or any other person.

	4.	Effective Date.  This Third Amendment will become 
effective as of the date first above written (the "Effective 
Date"), provided that each of the following conditions precedent 
has been satisfied:

		(a)	The Bank has received from the Borrower a duly 
executed original (or, if elected by the Bank, an executed 
facsimile copy) of this Amendment; and

		(b)	The Bank has received from the Borrower a copy of 
a resolution passed by the board of directors of such 
corporation, certified by the Secretary or an Assistant Secretary 
of such corporation as being in full force and effect on the date 
hereof, authorizing the execution, delivery and performance of 
this Amendment.

	5.	Reservation of Rights.  The Borrower acknowledges and 
agrees that the execution and delivery by the Bank of this 
Amendment shall not be deemed to create a course of dealing or 
otherwise obligate the Bank to enter into amendments under the 
same, similar or any other circumstances in the future.

	6.	Reaffirmation of Guaranty.  The Borrower, to the extent 
it has issued any one or more guaranties of the obligations of 
any Subsidiaries pursuant to the Credit Agreement, and in its 
capacity as guarantor thereunder, reaffirms and agrees that its 
obligations under such guaranties are in full force and effect, 
without defense, offset or counterclaim. 

	7.	Miscellaneous.

		(a)	Except as herein expressly amended, all terms, 
covenants and provisions of the Credit Agreement are and shall 
remain in full force and effect and all references therein to 
such Credit Agreement shall henceforth refer to the Credit 
Agreement as amended by this Amendment.  This Amendment shall be 
deemed incorporated into, and a part of, the Credit Agreement.

		(b)	This Amendment shall be binding upon and inure to 
the benefit of the parties hereto and to the Credit Agreement and 
their respective successors and assigns.  No third party 
beneficiaries are intended in connection with this Amendment.

		(c)	This Amendment shall be governed by and construed 
in accordance with the law of the State of California.  

		(d)	This Amendment may be executed in any number of 
counterparts, each of which shall be deemed an original, but all 
such counterparts together shall constitute but one and the same 
instrument.  Each of the parties hereto understands and agrees 
that this document (and any other document required herein) may 
be delivered by any party thereto either in the form of an 
executed original or an executed original sent by facsimile 
transmission to be followed promptly by mailing of a hard copy 
original, and that receipt by the Bank of a facsimile transmitted 
document purportedly bearing the signature of the Borrower shall 
bind the Borrower with the same force and effect as the delivery 
of a hard copy original.  Any failure by the Bank to receive the 
hard copy executed original of such document shall not diminish 
the binding effect of receipt of the facsimile transmitted 
executed original of such document which hard copy page was not 
received by the Bank, and the Bank is hereby authorized to make 
sufficient photocopies thereof to assemble complete counterparty 
documents.

		(e)	This Amendment, together with the Credit 
Agreement, contains the entire and exclusive agreement of the 
parties hereto with reference to the matters discussed herein and 
therein.  This Amendment supersedes all prior drafts and 
communications with respect thereto.  This Amendment may not be 
amended except in writing executed by the Borrower and the Bank.

		(f)	If any term or provision of this Amendment shall 
be deemed prohibited by or invalid under any applicable law, such 
provision shall be invalidated without affecting the remaining 
provisions of this Amendment or the Credit Agreement, 
respectively.

		(g)	Borrower covenants to pay to or reimburse the 
Bank, upon demand, for all costs and expenses (including 
allocated costs of in-house counsel) incurred in connection with 
the development, preparation, negotiation, execution and delivery 
of this Amendment.


		IN WITNESS WHEREOF, the parties hereto have executed 
and delivered this Amendment as of the date first above written.



                                  DIONEX CORPORATION


                                  By: /s/ Michael W. Pope
                                  Name: Michael W. Pope
                                  Title: Vice President


                                  BANK OF AMERICA NATIONAL 
                                  TRUST AND SAVINGS ASSOCIATION


                                  By: /s/ Debra G. Staiger
                                  Name:  Debra G.Staiger
                                  Title:    Vice President
 

 
 


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126750.01