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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 September 30, 2003                                      
|   |  |     |  |                                                                                        
|OR

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

DIONEX CORPORATION

---

(Exact name of registrant as specified in its charter)


|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Delaware                                                       |  | 94-2647429                          
|                                                               |  |                                     
|(State or other jurisdiction of
incorporation or organization) |  | (I.R.S. Employer
Identification No.)

|                                         |  |  |  |           
|---------------------------------------- |  |  |  | ----------
|1228 Titan Way, Sunnyvale, California    |  |  |  | 94086     
|                                         |  |  |  |           
|(Address of principal executive offices) |  |  |  | (Zip Code)

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

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



YES [X]                   NO [  ]


Indicate the number of shares outstanding of each of the issuers classes of
common stock, as of October 31, 2003:

|             |  |                  |            | 
|------------ |  | ---------------- | ---------- | 
|CLASS        |  | NUMBER OF SHARES
|             |  |                 
|             |  |                 
|Common Stock |  |                  | 21,120,951 | 





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TABLE OF CONTENTS



|             |                                                                                               |                                                                                                |  |  |  |  |  | 
|------------ | --------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------- |  |  |  |  |  | 
|             |                                                                                               | CONDENSED CONSOLIDATED BALANCE SHEETS                                                         
|             |                                                                                               | CONDENSED CONSOLIDATED STATEMENTS OF INCOME THREE MONTHS ENDED SEPTEMBER 30, 2003 AND 2002    
|             |                                                                                               | CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS THREE MONTHS ENDED SEPTEMBER 30, 2003 AND 2002
|             |                                                                                               | NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS                                          
|             | ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|             | ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS                          
|             | ITEM 4. CONTROL AND PROCEDURES                                                               
|             | Item 6. EXHIBITS AND REPORTS ON FORM 8-K                                                     
|SIGNATURES  
|EXHIBIT 31.1
|EXHIBIT 31.2
|EXHIBIT 32.1
|EXHIBIT 32.2



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DIONEX CORPORATION
INDEX

|           |  |                                                                                                         |  |      
|---------- |  | ------------------------------------------------------------------------------------------------------- |  | -----
|           |  |                                                                                                         |  | Page 
|           |  | PART I. FINANCIAL INFORMATION                                                                           |  |      
|ITEM 1.    |  | FINANCIAL STATEMENTS                                                                                    |  |      
|           |  | CONDENSED CONSOLIDATED BALANCE SHEETS as of
September 30, 2003 and June 30, 2003                        |  | 3    
|           |  | CONDENSED CONSOLIDATED STATEMENTS OF INCOME for
the Three Months Ended September 30, 2003
and 2002      |  | 4    
|           |  | CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
for the Three Months Ended September 30, 2003
and 2002. |  | 5    
|           |  | NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS                                                    |  | 6-13 
|ITEM 2.    |  | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS                   |  | 14-19
|ITEM 3.    |  | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS                                             |  | 19   
|ITEM 4.    |  | CONTROLS AND PROCEDURES                                                                                 |  | 19   
|           |  | PART II. OTHER INFORMATION                                                                              |  |      
|ITEM 6.    |  | EXHIBITS AND REPORTS ON FORM 8-K                                                                        |  | 21   
|SIGNATURES |  |                                                                                                         |  | 21   
|EXHIBITS   |  |                                                                                                         |  | 22-30

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DIONEX CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)

|                                     |                                                                                                                                                                                |                            |         |               |         |          |         |        |         | 
|------------------------------------ | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | -------------------------- | ------- | ------------- | ------- | -------- | ------- | ------ | ------- | 
|                                     |                                                                                                                                                                                |                            |         | September 30, |         | June 30,
|                                     |                                                                                                                                                                                |                            |         | 2003          |         | 2003    
|                                     |                                                                                                                                                                                |                            |         |               |         |         
|                                     |                                                                                                                                                                                |                            |         | (unaudited)   |         |          |         |       
|ASSETS                               |                                                                                                                                                                                |                            |         |               |         |          |         |       
|Current assets:                      |                                                                                                                                                                                |                            |         |               |         |          |         |       
|                                     | Cash and cash equivalents                                                                                                                                                      |                            | $       | 54,113        |         |          | $       | 46,831 |        
|                                     | Marketable equity securities                                                                                                                                                   |                            |         | 1,535         |         |          |         | 1,402  |        
|                                     | Accounts receivable (net of allowance for
doubtful accounts of $1,246 at September 30, 2003
and $1,275 at June 30, 2003)                                                       |                            |         | 41,537        |         |          |         | 46,613 |        
|                                     | Inventories                                                                                                                                                                    |                            |         | 24,924        |         |          |         | 25,462 |        
|                                     | Deferred tax assets                                                                                                                                                            |                            |         | 10,368        |         |          |         | 9,612  |        
|                                     | Prepaid expenses and other                                                                                                                                                     |                            |         | 3,301         |         |          |         | 3,125  |        
|                                     |                                                                                                                                                                                |                            |         |               |         |          |         |        |        
|                                     |                                                                                                                                                                                | Total current assets       |         |               | 135,778 |          |         |        | 133,045 | 
|Property, plant and equipment, net   |                                                                                                                                                                                |                            | 45,914  |               |         |          | 45,436  |       
|Goodwill, net                        |                                                                                                                                                                                |                            | 24,339  |               |         |          | 24,261  |       
|Intangible assets, net               |                                                                                                                                                                                |                            | 4,263   |               |         |          | 4,595   |       
|Other assets                         |                                                                                                                                                                                |                            | 5,491   |               |         |          | 5,763   |       
|                                     |                                                                                                                                                                                |                            |         |               |         |          |         |        |        
|                                     |                                                                                                                                                                                | $                          | 215,785 |               |         | $        | 213,100 |       
|                                     |                                                                                                                                                                                |                            |         |               |         |          |         |        |        
|LIABILITIES AND STOCKHOLDERS EQUITY |                                                                                                                                                                                |                            |         |               |         |          |         |       
|Current liabilities:                 |                                                                                                                                                                                |                            |         |               |         |          |         |       
|                                     | Notes payable to banks                                                                                                                                                         |                            | $       | 1,839         |         |          | $       | 1,334  |        
|                                     | Accounts payable                                                                                                                                                               |                            |         | 5,958         |         |          |         | 5,443  |        
|                                     | Accrued liabilities                                                                                                                                                            |                            |         | 26,089        |         |          |         | 29,045 |        
|                                     | Income taxes payable                                                                                                                                                           |                            |         | 4,264         |         |          |         | 6,189  |        
|                                     | Accrued product warranty                                                                                                                                                       |                            |         | 3,242         |         |          |         | 3,188  |        
|                                     |                                                                                                                                                                                |                            |         |               |         |          |         |        |        
|                                     |                                                                                                                                                                                | Total current liabilities  |         |               | 41,392  |          |         |        | 45,199  | 
|Deferred taxes                       |                                                                                                                                                                                |                            | 4,178   |               |         |          | 4,107   |       
|Long-term debt                       |                                                                                                                                                                                |                            | 404     |               |         |          | 500     |       
|Other long-term liabilities          |                                                                                                                                                                                |                            | 4,027   |               |         |          | 4,014   |       
|Stockholders equity:                |                                                                                                                                                                                |                            |         |               |         |          |         |       
|                                     | Preferred stock (par value $.001 per share;
1,000,000 shares authorized; none
outstanding)                                                                                     |                            |         |              |         |          |         |       |        
|                                     | Common stock (par value $.001 per share;
80,000,000 shares authorized; issued and
outstanding: 20,999,053 shares at
September 30, 2003 and 20,933,913 shares
at June 30, 2003) |                            |         | 84,822        |         |          |         | 77,395 |        
|                                     | Retained earnings                                                                                                                                                              |                            |         | 76,296        |         |          |         | 78,774 |        
|                                     | Accumulated other comprehensive gain                                                                                                                                           |                            |         | 4,666         |         |          |         | 3,111  |        
|                                     |                                                                                                                                                                                |                            |         |               |         |          |         |        |        
|                                     |                                                                                                                                                                                | Total stockholders equity |         |               | 165,784 |          |         |        | 159,280 | 
|                                     |                                                                                                                                                                                |                            |         |               |         |          |         |        |        
|                                     |                                                                                                                                                                                | $                          | 215,785 |               |         | $        | 213,100 |       
|                                     |                                                                                                                                                                                |                            |         |               |         |          |         |        |        

See notes to condensed consolidated financial statements.

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DIONEX CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
THREE MONTHS ENDED SEPTEMBER 30, 2003 AND 2002
(In thousands, except per share amounts)

|                                            |                                     |                          |        |               |        |      |        |        |        | 
|------------------------------------------- | ----------------------------------- | ------------------------ | ------ | ------------- | ------ | ---- | ------ | ------ | ------ | 
|                                            |                                     |                          |        | September 30,
|                                            |                                     |                          |        | 2003          |        | 2002
|                                            |                                     |                          |        |               |        |     
|                                            |                                     |                          |        | (unaudited)  
|Net sales                                   |                                     | $                        | 53,276 |               |        | $    | 47,272 |       
|Cost of sales                               |                                     |                          | 18,008 |               |        |      | 16,951 |       
|                                            |                                     |                          |        |               |        |      |        |       
|Gross profit                                |                                     |                          | 35,268 |               |        |      | 30,321 |       
|                                            |                                     |                          |        |               |        |      |        |       
|Operating expenses:                         |                                     |                          |        |               |        |      |        |       
|                                            | Selling, general and administrative |                          |        | 19,168        |        |      |        | 17,117 |       
|                                            | Research and product development    |                          |        | 4,571         |        |      |        | 3,906  |       
|                                            |                                     |                          |        |               |        |      |        |       
|                                            |                                     | Total operating expenses |        |               | 23,739 |      |        |        | 21,023 | 
|                                            |                                     |                          |        |               |        |      |        |       
|Operating income                            |                                     |                          | 11,529 |               |        |      | 9,298  |       
|Interest income                             |                                     |                          | 122    |               |        |      | 85     |       
|Interest expense                            |                                     |                          | (73    | )             |        |      | (68    | )     
|Other income/(expense), net                 |                                     |                          | (332   | )             |        |      | 32     |       
|                                            |                                     |                          |        |               |        |      |        |       
|Income before taxes                         |                                     |                          | 11,246 |               |        |      | 9,347  |       
|Taxes on income                             |                                     |                          | 3,655  |               |        |      | 3,038  |       
|                                            |                                     |                          |        |               |        |      |        |       
|                                            |                                     | Net income               |        | $             | 7,591  |      |        | $      | 6,309  | 
|                                            |                                     |                          |        |               |        |      |        |       
|Basic earnings per share                    |                                     | $                        | 0.36   |               |        | $    | 0.30   |       
|                                            |                                     |                          |        |               |        |      |        |       
|Diluted earnings per share                  |                                     | $                        | 0.35   |               |        | $    | 0.29   |       
|                                            |                                     |                          |        |               |        |      |        |       
|Shares used in computing per share amounts: |                                     |                          |        |               |        |      |        |       
|                                            | Basic                               |                          |        | 20,981        |        |      |        | 21,122 |       
|                                            |                                     |                          |        |               |        |      |        |       
|                                            | Diluted                             |                          |        | 21,786        |        |      |        | 21,545 |       
|                                            |                                     |                          |        |               |        |      |        |       

See notes to condensed consolidated financial statements.

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DIONEX CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
THREE MONTHS ENDED SEPTEMBER 30, 2003 AND 2002
(In thousands)

|                                                                                  |                                           |                                   |        |               |        |      |        |        |        |  
|--------------------------------------------------------------------------------- | ----------------------------------------- | --------------------------------- | ------ | ------------- | ------ | ---- | ------ | ------ | ------ | -
|                                                                                  |                                           |                                   |        | September 30,
|                                                                                  |                                           |                                   |        | 2003          |        | 2002
|                                                                                  |                                           |                                   |        |               |        |     
|                                                                                  |                                           |                                   |        | (unaudited)  
|Cash flows from operating activities:                                             |                                           |                                   |        |               |        |      |        |       
|Net income                                                                        |                                           | $                                 | 7,591  |               |        | $    | 6,309  |       
|Adjustments to reconcile net income to net cash
provided by operating activities: |                                           |                                   |        |               |        |      |        |       
|                                                                                  | Depreciation and amortization             |                                   |        | 1,385         |        |      |        | 1,372  |       
|                                                                                  | Tax benefit related to stock option plans |                                   |        | 2,556         |        |      |        |       |       
|                                                                                  | Deferred taxes                            |                                   |        | (656          | )      |      |        | (1,531 | )     
|                                                                                  | Changes in assets and liabilities:        |                                   |        |               |        |      |        |        |       
|                                                                                  |                                           | Accounts receivable               |        |               | 5,684  |      |        |        | 5,097  |  
|                                                                                  |                                           | Inventories                       |        |               | 1,097  |      |        |        | (1,842 | )
|                                                                                  |                                           | Prepaid expenses and other assets |        |               | 25     |      |        |        | (174   | )
|                                                                                  |                                           | Accounts payable                  |        |               | 472    |      |        |        | 1,492  |  
|                                                                                  |                                           | Accrued liabilities               |        |               | (3,133 | )    |        |        | (2,786 | )
|                                                                                  |                                           | Income taxes payable              |        |               | (1,966 | )    |        |        | 3,275  |  
|                                                                                  |                                           | Accrued product warranty          |        |               | 18     |      |        |        | (69    | )
|                                                                                  |                                           |                                   |        |               |        |      |        |       
|Net cash provided by operating activities                                         |                                           |                                   | 13,073 |               |        |      | 11,143 |       
|                                                                                  |                                           |                                   |        |               |        |      |        |       
|Cash flows from investing activities:                                             |                                           |                                   |        |               |        |      |        |       
|                                                                                  | Purchase of property, plant and equipment |                                   |        | (724          | )      |      |        | (438   | )     
|                                                                                  | Other                                     |                                   |        | 14            |        |      |        |       |       
|                                                                                  |                                           |                                   |        |               |        |      |        |       
|Net cash used for investing activities                                            |                                           |                                   | (710   | )             |        |      | (438   | )     
|                                                                                  |                                           |                                   |        |               |        |      |        |       
|Cash flows from financing activities:                                             |                                           |                                   |        |               |        |      |        |       
|                                                                                  | Net change in notes payable to banks      |                                   |        | 415           |        |      |        | (262   | )     
|                                                                                  | Principal payments on long-term debt      |                                   |        | (164          | )      |      |        | (116   | )     
|                                                                                  | Sale of common stock                      |                                   |        | 5,915         |        |      |        | 1,520  |       
|                                                                                  | Repurchase of common stock                |                                   |        | (11,114       | )      |      |        | (2,110 | )     
|                                                                                  |                                           |                                   |        |               |        |      |        |       
|Net cash used for financing activities                                            |                                           |                                   | (4,948 | )             |        |      | (968   | )     
|                                                                                  |                                           |                                   |        |               |        |      |        |       
|Effect of exchange rate changes on cash                                           |                                           |                                   | (133   | )             |        |      | 515    |       
|                                                                                  |                                           |                                   |        |               |        |      |        |       
|Net increase in cash and equivalents                                              |                                           |                                   | 7,282  |               |        |      | 10,252 |       
|Cash and equivalents, beginning of period                                         |                                           |                                   | 46,831 |               |        |      | 22,169 |       
|                                                                                  |                                           |                                   |        |               |        |      |        |       
|Cash and equivalents, end of period                                               |                                           | $                                 | 54,113 |               |        | $    | 32,421 |       
|                                                                                  |                                           |                                   |        |               |        |      |        |       
|Supplemental disclosures of cash flow information:                                |                                           |                                   |        |               |        |      |        |       
|                                                                                  | Income taxes paid                         |                                   | $      | 3,688         |        |      | $      | 1,048  |       
|                                                                                  | Interest paid                             |                                   | $      | 59            |        |      | $      | 52     |       

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. 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, 2003.

The unaudited condensed consolidated financial statements included herein
reflect all adjustments (which include only normal, recurring adjustments) that
are, in the opinion of management, necessary to state fairly the results for
the periods presented. The results for such periods are not necessarily
indicative of the results to be expected for the entire fiscal year ending June
30, 2004.

Reclassifications. Amounts in the condensed consolidated financial statements
for the periods ended September 30, 2002 and June 30, 2003 have been
reclassified to conform to the current periods presentation.

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DIONEX CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

2.  New Accounting Pronouncements

In December 2002, the Financial Accounting Standards Board(FASB) issued
Statement of Financial Accounting Standard (SFAS) No. 148, Accounting for
Stock-Based CompensationTransition and Disclosure. SFAS No. 148 amends FASB
Statement No. 123, Accounting for Stock-Based Compensation, to provide
alternative methods of transition for a voluntary change to the fair value
based method of accounting for stock-based employee compensation. In addition,
SFAS 148 amends the disclosure requirements of SFAS 123 to require prominent
disclosures in both annual and interim financial statements about the method of
accounting for stock-based employee compensation and the effect of the method
used on reported results. SFAS No. 148 is effective for fiscal years ending
after December 14, 2002. The Company has adopted the disclosure provisions of
SFAS No. 148 for the quarterly period beginning on January 1, 2003. The Company
does not expect to adopt 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.

In January 2003, the FASB issued Interpretation No. 46 (FIN 46),
Consolidation of Variable Interest Entities, an Interpretation of ARB No. 51.
FIN 46 requires certain variable interest entities to be consolidated by the
primary beneficiary of the entity if the equity investors in the entity do not
have the characteristics of a controlling financial interest or do not have
sufficient equity at risk for the entity to finance its activities without
additional subordinated
financial support from other parties. FIN 46 is effective immediately for all
new variable interest entities created or acquired after January 31, 2003. For
variable interest entities created or acquired prior to February 1, 2003, the
provisions of FIN 46 must be applied for the first interim or annual period
ending after December 15, 2003. The adoption of FIN 46 to date has not had any
impact on our consolidated financial statements.

In May 2003, the FASB issued SFAS No. 150, Accounting for Certain Financial
Instruments with Characteristics of both Liabilities and Equity (SFAS No.
150), which requires that certain financial instruments be presented as
liabilities that were previously presented as equity or as temporary equity.
Such instruments include mandatory redeemable preferred and common stock, and
certain options and warrants. SFAS No. 150 is effective for financial
instruments entered into or modified after May 31, 2003 and is generally
effective at the beginning of the first interim period beginning after June 15,
2003. The adoption of SFAS No. 150 had no material impact on our financial
position or results of operations.

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DIONEX CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

3.   Inventories

Inventories consist of (in thousands):

|                                |  |               |        |          |  |   |        | 
|------------------------------- |  | ------------- | ------ | -------- |  | - | ------ | 
|                                |  | September 30, |        | June 30,
|                                |  | 2003          |        | 2003    
|                                |  |               |        |         
|Finished goods                  |  | $             | 12,068 |          |  |   | 11,638 | 
|Work in process                 |  |               | 3,146  |          |  |   | 3,822  | 
|Raw materials and subassemblies |  |               | 9,710  |          |  |   | 10,002 | 
|                                |  |               |        |          |  |   |        | 
|                                |  | $             | 24,924 |          |  | $ | 25,462 | 
|                                |  |               |        |          |  |   |        | 

4.   Income Taxes

The effective income tax rate for the first three months of fiscal 2004
was 32.5%, unchanged from the same period in fiscal 2003.

5.   Comprehensive Income

Components of comprehensive income include net income, foreign currency
translation adjustments and unrealized gain (loss) 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 (loss) on equity securities
available for sale. Comprehensive income was $9,146,000 and $5,992,000 for the
three months ended September 30, 2003 and 2002, respectively.

6.   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. For the first quarter ended
September 30, 2003 and 2002, there were 12,000 and 1,146,146 shares,
respectively, excluded from the computation of calculating earnings per share
because they were anti-dilutive.

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DIONEX CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

7.   Common Stock Repurchases

During the first three months of fiscal 2004, the Company repurchased
282,100 shares of its common stock on the open market for approximately $11.1
million (an average of $39.39 per share), compared with 82,500 shares
repurchased for $2.1 million (an average of $25.58 per share) in the first
three months of the previous fiscal year. During all of fiscal 2003, the
Company repurchased 722,700 shares.

8.    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 three months ended September 30, 2003 are as follows (in
thousands):

|                                    |  |       |        | 
|----------------------------------- |  | ----- | ------ | 
|                                    |  | Total
|                                    |  |      
|Balance as of July 1, 2003          |  | $     | 24,261 | 
|Goodwill acquired during the period |  |       |       | 
|Translation adjustments and other   |  |       | 78     | 
|                                    |  |       |        | 
|Balance as of September 30, 2003    |  | $     | 24,339 | 
|                                    |  |       |        | 

In connection with the adoption of SFAS No. 142, the Company performed an
annual impairment test on goodwill as of April 2003 and determined that
goodwill was not impaired.

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

|                       |  |                          |       |                     |  |     |        |        |  |              |       |             |  |   |       |  |  |   |        |   |  |   |       | 
|---------------------- |  | ------------------------ | ----- | ------------------- |  | --- | ------ | ------ |  | ------------ | ----- | ----------- |  | - | ----- |  |  | - | ------ | - |  | - | ----- | 
|                       |  | As of September 30, 2003 |       | As of June 30, 2003
|                       |  | Carrying                 |       | Accumulated         |  |     |        |        |  | Carrying     |       | Accumulated |  |   |       | 
|                       |  | Amount                   |       | Amortization        |  | Net |        | Amount |  | Amortization |       | Net        
|                       |  |                          |       |                     |  |     |        |        |  |              |       |            
|Patents and
Trademarks |  | $                        | 379   |                     |  | $   | (379   | )      |  | $            |      |             |  | $ | 379   |  |  | $ | (379   | ) |  | $ |      | 
|Developed
Technology   |  |                          | 9,531 |                     |  |     | (5,268 | )      |  |              | 4,263 |             |  |   | 9,475 |  |  |   | (4,880 | ) |  |   | 4,595 | 
|                       |  |                          |       |                     |  |     |        |        |  |              |       |             |  |   |       |  |  |   |        |   |  |   |       | 
|Total                  |  | $                        | 9,910 |                     |  | $   | (5,647 | )      |  | $            | 4,263 |             |  | $ | 9,854 |  |  | $ | (5,259 | ) |  | $ | 4,595 | 
|                       |  |                          |       |                     |  |     |        |        |  |              |       |             |  |   |       |  |  |   |        |   |  |   |       | 

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DIONEX CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

The Company amortizes developed technology over a period of seven years.
Amortization expense of other intangible assets was $345,000 and $309,000 in
the three months ended September 30, 2003 and 2002, respectively. The
estimated amortization for each of the five fiscal years subsequent to June 30,
2003 is as follows (in thousands):

|                    |  |                      |       | 
|------------------- |  | -------------------- | ----- | 
|Year Ended June 30, |  | Amortization Expense
|                    |  |                     
|2004                |  | $                    | 1,396 | 
|2005                |  |                      | 1,378 | 
|2006                |  |                      | 897   | 
|2007                |  |                      | 714   | 
|2008                |  |                      | 208   | 
|                    |  |                      |       | 
|Total               |  | $                    | 4,595 | 
|                    |  |                      |       | 

9.    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 three months
ended September 30, 2003 are as follows (in thousands):

|                                             |                    |  |   |           |  |           |   |              |  |                |   |               |  |  |   |         |   |  |   |       |  | 
|-------------------------------------------- | ------------------ |  | - | --------- |  | --------- | - | ------------ |  | -------------- | - | ------------- |  |  | - | ------- | - |  | - | ----- |  | 
|                                             |                    |  |   |           |  |           |   |              |  |                |   | Charged       |  |  |   |         |   |  |   |      
|                                             |                    |  |   | Balance   |  |           |   |              |  | (Credited)     |   |               |  |  |   |         |   | 
|                                             |                    |  |   | Beginning |  |           |   |              |  | to Other       |   |               |  |  |   | Balance
|                                             |                    |  |   | Of Year   |  | Additions |   | Accounts (1) |  | Deductions (2) |   | End of Period
|                                             |                    |  |   |           |  |           |   |              |  |                |   |              
|Accrued product
warranty
Three Months Ended: |                    |  |   |           |  |           |   |              |  |                |   |               |  |  |   |         |   |  |   |      
|                                             | September 30, 2003 |  | $ | 3,188     |  |           | $ | 563          |  |                | $ | 41            |  |  | $ | (550    | ) |  | $ | 3,242 | 
|                                             |                    |  |   |           |  |           |   |              |  |                |   |               |  |  |   |         |   |  |   |      
|                                             | September 30, 2002 |  | $ | 2,912     |  |           | $ | 476          |  |                | $ | 30            |  |  | $ | (573    | ) |  | $ | 2,845 | 
|                                             |                    |  |   |           |  |           |   |              |  |                |   |               |  |  |   |         |   |  |   |      



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

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DIONEX CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

10.   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 September 30, 2003 and June 30, 2003 were $2.8 million and
$2.9 million, respectively. The Company is contingently liable for these
unpaid balances to the extent the amounts are not paid to the bank by the end
customer. The Company has determined that the fair value of its contingent
liability under this guarantee was insignificant at September 30, 2003 and June
30, 2003 based on its past experience of discounting trade notes receivable.

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DIONEX CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

11.       Stock-Based Compensation

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

|                        |                                                                                                                               |   |                    |       |      |   |        |       | 
|----------------------- | ----------------------------------------------------------------------------------------------------------------------------- | - | ------------------ | ----- | ---- | - | ------ | ----- | 
|                        |                                                                                                                               |   | Three Months Ended
|                        |                                                                                                                               |   | September 30,     
|                        |                                                                                                                               |   | 2003               |       | 2002
|                        |                                                                                                                               |   |                    |       |     
|Net income, as reported |                                                                                                                               | $ | 7,591              |       |      | $ | 6,309  |      
|Less:                   | Total stock-based employee compensation
expense determined under fair value
method for all awards, net of related
tax effects |   |                    | 1,368 |      |   |        | 1,471 | 
|                        |                                                                                                                               |   |                    |       |      |   |        |      
|Pro forma net income    |                                                                                                                               | $ | 6,223              |       |      | $ | 4,838  |      
|                        |                                                                                                                               |   |                    |       |      |   |        |      
|Earnings per share:     |                                                                                                                               |   |                    |       |      |   |        |      
|                        | Basic - as reported                                                                                                           |   | $                  | 0.36  |      |   | $      | 0.30  | 
|                        |                                                                                                                               |   |                    |       |      |   |        |      
|                        | Basic - pro forma                                                                                                             |   | $                  | 0.30  |      |   | $      | 0.23  | 
|                        |                                                                                                                               |   |                    |       |      |   |        |      
|Diluted - as reported   |                                                                                                                               | $ | 0.35               |       |      | $ | 0.29   |      
|                        |                                                                                                                               |   |                    |       |      |   |        |      
|Diluted - pro forma     |                                                                                                                               | $ | 0.29               |       |      | $ | 0.22   |      
|                        |                                                                                                                               |   |                    |       |      |   |        |      
|Basic shares            |                                                                                                                               |   | 20,981             |       |      |   | 21,122 |      
|Diluted shares          |                                                                                                                               |   | 21,786             |       |      |   | 21,545 |      

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

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DIONEX CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

The fair value of each option grant on the date of grant is estimated
using the Black-Scholes option-pricing model with a volatility of 49% for 2004
and 53% for 2003, expected life of options of 5.9 years, risk free interest
rate of approximately 3.30% in 2004 and 3.03% in 2003 and a dividend yield of 0%
for fiscal years 2004 and 2003, respectively.

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

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DIONEX CORPORATION




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

Results of Operations - Three Months Ended September 30, 2003
and 2002

Net sales for the first quarter of fiscal 2004 were $53.3 million, an increase
of approximately 13% over the $47.3 million reported for the same period last
year. Sales increased in all geographic markets and in the Companys IC and
HPLC product lines when compared to the same period last year. Sales in North
America and Europe both increased by approximately 15% and 13%, respectively.
Sales in Asia increased approximately 7% with China growing by more than 50%
and Japan decreasing slightly. Japanese sales were lower than the previous
year due to a timing issue. Overall, currency fluctuations increased net sales
by approximately 5% for the current quarter.

Gross margin for the first quarter of fiscal 2004 was 66.2%, up from the 64.1%
reported for the same period last year. Gross margin was higher primarily due
to the favorable effect of currency fluctuations, a change in the product sales
mix and lower manufacturing costs due to more consistent manufacturing
practices when compared to the same quarter last year.

Operating expenses of $23.7 million for the first quarter of fiscal 2004 were
up $2.7 million, or 12.9%, from the $21.0 million reported in the same quarter
last year. As a percentage of sales, operating expenses were approximately 45%
for the first quarter of fiscal 2004 as compared to 44% for the same period
last year. Selling, general and administrative expenses increased $2.1
million, or 12%, to $19.2 million in the first quarter of fiscal 2004 compared
to $17.1 million in fiscal 2003. The increase was due to currency
fluctuations, higher international selling and marketing costs and higher
marketing expenses for our HPLC product line.

Research and product development (R&D) costs of $4.6 million for the first
quarter of fiscal 2004 increased $665,000 compared to $3.9 million reported for
the same period last year. Increased spending in fiscal 2004 is primarily due
to higher costs associated with the development of new products in our HPLC
line. Overall, 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 expense in the first quarter of this year was $332,000 resulting from
losses incurred in our hedging due to wide currency fluctuations.

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Other income for the same period in fiscal 2003 was $32,000 due to small gains
incurred in our hedging activities.

The effective tax rate for the first quarter of fiscal 2004 remains at 32.5%,
unchanged from the first quarter a year ago. Consistency in the tax rates
reflects expected stability in the mix of taxable income among the various tax
jurisdictions in which the Company does business.

Net income in the first quarter of fiscal 2004 was $7.6 million or 14.2% of
sales, compared with $6.3 million or 13.4% of sales reported for the same
period last year. Diluted earnings per share for the first three months of
fiscal 2004 were $.35, an increase of 21%, compared with $.29 in the same
period last year.

Liquidity and Capital Resources

At September 30, 2003, the Company had cash and cash equivalents of $54.1
million. The Companys working capital was $94.4 million, an increase of $6.6
million from the working capital of $87.8 million reported at June 30, 2003.
Cash generated by operating activities for the three months ended September 30,
2003 was $13.1 million compared with $11.1 million for the same period last
year. The increase in operating cash flow was due to multiple factors
including an increase in net income and the tax benefit related to stock option
plans, as well as, a reduction in inventory with a partial offset of a decrease
in income taxes payable.

Cash used for investing activities was $0.7 million and $0.4 million in the
first three months of fiscal 2004 and 2003, respectively primarily related to
capital expenditures for both periods.

Cash used for financing activities was $4.9 million and $1.0 million for the
first three months of fiscal 2004 and 2003, respectively. The increase was
primarily attributable to the repurchase of 282,100 share of common stock for
$11.1 million in the first three months of fiscal 2004 compared with the
repurchase of 82,500 shares of common stock for $2.1 million in the first three
months of fiscal 2003, partially offset by the sale of common stock of $5.9
million in the first three months of fiscal 2004 compared with the sale of
common stock of $1.5 million in fiscal 2003.

At September 30, 2003, the Company has utilized $2.2 million of the Companys
$34.9 million in committed bank lines of credit, mainly due to borrowings
related to the Companys Japanese operations. The Company believes that its
cash flow from operations, current cash and cash investments and the remainder
of its $32.7 million bank lines of credit will be adequate to meet its cash
requirements for fiscal 2004 and the foreseeable future.

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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,
2003. Readers are cautioned not to place undue reliance on these
forward-looking statements which reflect managements analysis only as of the
date hereof. The Company undertakes no obligation to publicly release the
results of any revision to these forward-looking statements which may be made
to reflect events or circumstances after the date hereof or to reflect the
occurrence of unanticipated events.

Critical Accounting Policies and Estimates

Summary:

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

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

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Revenue Recognition Policy

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

Revenue is recognized in accordance with Staff Accounting Bulletin No. 101 and
Statement of Position 97-2, Software Revenue Recognition, (SOP 97-2), when
persuasive evidence of an arrangement exists, the product has been delivered,
the price is fixed or determinable, collection is probable and vendor specific
objective evidence exists to allocate revenue to the various elements of the
arrangement. Vendor specific objective evidence is based on the price charged
when an element is sold separately or, if not yet sold separately, when the
price is established by authorized management. Delivery is generally considered
to have occurred when shipped.

Equipment is sold through our direct sales force and through distributors and
resellers. Sales through distributors and resellers are recognized as revenue
upon sale to the distributor or reseller as these sales are considered to be
final 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.

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. We recognize maintenance fees 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.

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

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

We assess the impairment of long-lived assets, intangible assets with finite
lives and goodwill whenever events or changes in circumstances indicate that
the carrying value may not be recoverable. In addition, we assess goodwill for
impairment at least annually. Factors we consider important that could trigger
an impairment review include but are not limited to the following:



| |  |  | significant underperformance relative to historical or projected future operating results;
| | - |  | ------------------------------------------------------------------------------------------
|
| |  |  | significant negative industry or economic trends; and                                     
|
| |  |  | significant changes or developments in strategic technology.                              

When we determine that the carrying value of long-lived assets, intangible
assets with finite lives may not be recoverable based upon the existence of one
or more of the above or other 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. Goodwill is tested for impairment by comparing the fair values of
related reporting units to their carrying values. We completed a review in
fiscal 2003 and no impairment was necessary.

Warranty

Product warranties are recorded at the time revenue is recognized for certain
product shipments based on historical experience. 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.

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Income Taxes

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




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, 2003 and
the Companys Form 10-K for the year ended June 30, 2003 filed with the
Securities and Exchange Commission.

There have been no material changes to these financial market risks since June
30, 2003.




ITEM 4. CONTROL AND PROCEDURES



|(a) |  | Evaluation of disclosure controls and procedures. Based on their
evaluation of the Companys controls and (as defined in rules promulgated
under the Securities Exchange Act of 1934), the Companys chief executive
officer and chief financial officer concluded that the Companys
disclosure controls and procedures were effective as of the end of the
period covered by this report.
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(b) |  | Changes in internal controls. There were no significant changes in the
Companys internal control over financial reporting during the period
covered by this report that have materially affected, or are reasonably
likely to materially affect, the Companys internal control over financial
reporting.                                                                                 

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|(c) |  | Limitation on the Effectiveness of Controls. A control system, no matter
how well conceived and operated, can provide only reasonable, not
absolute, assurance that the objectives of the control system are met.
Because of the inherent limitations in all control systems, no evaluation
of controls can provide absolute assurance that all control issues, if
any, within a company have been detected. The Companys disclosure
controls and procedures are designed to provide reasonable assurance of
achieving their objectives, and the chief executive officer and the chief
financial officer have concluded that these controls and procedures are
effective at the reasonable assurance level.
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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Item 6. EXHIBITS AND REPORTS ON FORM 8-K



| | (a) |  | Exhibits                                                                                                                                                                             
| | --- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |     |  | 31.1 Certification of the Companys Chief Executive Officer,
Lukas Braunschweiler, pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.                                        
|
| |     |  | 31.1 Certification of the Companys Chief Financial Officer,
Craig A. McCollam, pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.                                           
|
| |     |  | 32.1 Certification of the Companys Chief Executive Officer,
Lukas Braunschweiler, pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.                                        
|
| |     |  | 32.2 Certification of the Companys Chief Financial Officer,
Craig A. McCollam, pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.                                           
|
| | (b) |  | Reports on Form 8-K.                                                                                                                                                                 
|
| |     |  | On July 30, 2003, the Company filed a report on Form 8-K
that included as an exhibit the press release announcing
the financial results for the quarter and year ended June
30, 2003.




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
|                       |  |                    |  |                            
|Date: October 31, 2003 |  | By:                |  | /s/ Lukas Braunschweiler   
|                       |  |                    |  | Lukas Braunschweiler       
|                       |  |                    |  | President, Chief Executive 
|                       |  |                    |  | Officer and Director       
|                       |  |                    |  |                            
|                       |  | By:                |  | /s/ Craig A. McCollam      
|                       |  |                    |  | Craig A. McCollam          
|                       |  |                    |  | Vice President, Finance and
|                       |  |                    |  | Administration             

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|        |             |                                                                                                                                                            |           |  |    |  
|------- | ----------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------- | --------- |  | -- | -
|Exhibit |             |                                                                                                                                                            |           |  |   
|Number  | Description |                                                                                                                                                            | Reference
|        |             |                                                                                                                                                            |          
|3.1     |             | Restated Certificate of Incorporation, filed
November 6, 1996                                                                                              |           |  | (6 | )
|        |             |                                                                                                                                                            |           |  |    |  
|3.2     |             | Bylaws, as amended on July 29, 2002                                                                                                                        |           |  |    |  
|        |             |                                                                                                                                                            |           |  |    |  
|4.1     |             | Shareholder Rights Agreement dated January 21, 1999,
between the Registrant and BankBoston N.A.                                                            |           |  | (9 | )
|        |             |                                                                                                                                                            |           |  |    |  
|10.1    |             | Agreement, effective as of January 1, 1975,
between The Dow Chemical Company and
International Plasma Corporation                                          |           |  | (1 | )
|        |             |                                                                                                                                                            |           |  |    |  
|10.2    |             | Memorandum agreement, dated March 14, 1975,
between The Dow Chemical Company and
International Plasma Corporation                                          |           |  | (1 | )
|        |             |                                                                                                                                                            |           |  |    |  
|10.3    |             | Agreement, dated March 6, 1975, between
International Plasma Corporation and the
former Dionex Corporation                                                 |           |  | (1 | )
|        |             |                                                                                                                                                            |           |  |    |  
|10.4    |             | Consent to Assignment executed as of March 26,
1980, between the Dow Chemical Company and the
former Dionex Corporation                                    |           |  | (1 | )
|        |             |                                                                                                                                                            |           |  |    |  
|10.5    |             | Amendatory Agreement, effective as of November 1,
1981,between The Dow Chemical Company and the
Registrant (with certain confidential information
deleted) |           |  | (1 | )
|        |             |                                                                                                                                                            |           |  |    |  
|10.6    |             | Amendatory Agreement, effective as of July 1, 1982,
between The Dow Chemical Company and the Registrant
(with certain confidential information deleted)    |           |  | (1 | )
|        |             |                                                                                                                                                            |           |  |    |  
|10.7    |             | Registrants Supplemental Stock Option Plan
(Exhibit 28.4)                                                                                                 |           |  | (2 | )
|        |             |                                                                                                                                                            |           |  |    |  
|10.8    |             | Registrants Medical Care Reimbursement Plan
(Exhibit 10.17)                                                                                               |           |  | (1 | )
|        |             |                                                                                                                                                            |           |  |    |  
|10.9    |             | Registrants Employee Stock Participation Plan
(Exhibit 28.3)                                                                                              |           |  | (4 | )
|        |             |                                                                                                                                                            |           |  |    |  
|10.10   |             | Credit Agreement dated February 26, 1996
between Bank of America and the Registrant                                                                        |           |  | (5 | )

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|        |             |                                                                                                                                         |           |  |     |  
|------- | ----------- | --------------------------------------------------------------------------------------------------------------------------------------- | --------- |  | --- | -
|Exhibit |             |                                                                                                                                         |           |  |    
|Number  | Description |                                                                                                                                         | Reference
|        |             |                                                                                                                                         |          
|10.11   |             | First amendment to Credit Agreement dated
February 29, 1996 between Bank of America and
the Registrant                                  |           |  | (7  | )
|        |             |                                                                                                                                         |           |  |     |  
|10.12   |             | Second amendment to Credit Agreement dated
February 29, 1996 between Bank of America and
the Registrant                                 |           |  | (7  | )
|        |             |                                                                                                                                         |           |  |     |  
|10.13   |             | Third amendment to Credit Agreement dated
February 29, 1996 between BankAmerica and the
Registrant.(Exhibit 10.1)                       |           |  | (8  | )
|        |             |                                                                                                                                         |           |  |     |  
|10.14   |             | Credit Agreement dated November 13, 2000
between Wells Fargo Bank and the Registrant
(Exhibit 10.15)                                    |           |  | (11 | )
|        |             |                                                                                                                                         |           |  |     |  
|10.15   |             | 1988 Directors Stock Option Plan (and related
stock option grant form) (Exhibit 10.20)                                                 |           |  | (3  | )
|        |             |                                                                                                                                         |           |  |     |  
|10.16   |             | Dionex Corporation Stock Option Plan, as
amended and restated (formerly, the 1990 Stock
Option Plan) (Exhibit 10.12)                    |           |  | (10 | )
|        |             |                                                                                                                                         |           |  |     |  
|10.17   |             | First amendment to Credit Agreement dated
November 13, 2000 between Wells Fargo Bank and the
Registrant                                 |           |  | (12 | )
|        |             |                                                                                                                                         |           |  |     |  
|21.1    |             | Subsidiaries of Registrant                                                                                                              |           |  | (12 | )
|        |             |                                                                                                                                         |           |  |     |  
|31.1    |             | Certification of the Companys Chief Executive
Officer, Lukas Braunschweiler, pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002 |           |  |     |  
|        |             |                                                                                                                                         |           |  |     |  
|31.2    |             | Certification of the Companys Chief Financial
Officer, Craig A. McCollam, pursuant to Section
302 of the Sarbanes- Oxley Act of 2002   |           |  |     |  
|        |             |                                                                                                                                         |           |  |     |  
|32.1    |             | Certification of the Companys Chief Executive
Officer, Lukas Braunschweiler, pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002 |           |  |     |  
|        |             |                                                                                                                                         |           |  |     |  
|32.2    |             | Certification of the Companys Chief Financial
Officer, Craig A. McCollam, pursuant to Section
906 of the Sarbanes-Oxley Act of 2002    |           |  |     |  

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##### Table of Contents





|(1)  |  | Incorporated by reference to the indicated exhibit in Amendment No. 1 of
the Registrants Registration Statement on Form S-1 filed December 7,
1982.
|---- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------
|    
|(2)  |  | Incorporated by reference to the indicated exhibit in the Registrants
Registration Statement on Form S-8 filed March 3, 1987.                      
|    
|(3)  |  | Incorporated by reference to the indicated exhibit in the Registrants
Annual Report on Form 10-K filed September 27, 1988.                         
|    
|(4)  |  | Incorporated by reference to the indicated exhibit in the Registrants
Statement on Form S-8 filed May 6, 1994.                                     
|    
|(5)  |  | Incorporated by reference to the corresponding exhibit in the
Registrants Annual Report on Form 10-K filed September 26, 1996.                     
|    
|(6)  |  | Incorporated by reference to the corresponding exhibit in the
Registrants Annual Report on Form 10-Q filed February 13, 1997.                      
|    
|(7)  |  | Incorporated by reference to the corresponding exhibit in the
Registrants Annual Report on Form 10-K filed September 28, 1998.                     
|    
|(8)  |  | Incorporated by reference to the indicated exhibit in the Registrants
Quarterly Report on Form 10-Q filed November 16, 1998.                       
|    
|(9)  |  | Incorporated by reference to the corresponding exhibit in the
Registrants Quarterly Report on Form 10-Q filed February 16, 1999.                   
|    
|(10) |  | Incorporated by reference to the indicated exhibit in the Registrants
Statement on Form S-8 filed December 22, 1999.                               
|    
|(11) |  | Incorporated by reference to the indicated exhibit in the Registrants
Quarterly Report on Form 10-Q filed November 14, 2001.                       
|    
|(12) |  | Incorporated by reference to the indicated exhibit in the Registrants
Annual Report on Form 10-K filed September 24, 2003.                         

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