FILED WITH THE DELAWARE SECRETARY OF STATE ON NOVEMBER 6, 1996

 CERTIFICATE OF AMENDMENT OF
 RESTATED CERTIFICATE OF INCORPORATION OF
 DIONEX CORPORATION (a Delaware corporation)

 DIONEX CORPORATION, a Delaware corporation (the "Corporation"), 
 does hereby certify:

	First:	The name of the Corporation is DIONEX CORPORATION. 

	Second:	The date on which the Corporation's original 
 Certificate of Incorporation was filed with the Delaware Secretary 
 of State is September 5, 1986. 

	Third:	The Board of Directors of the Corporation acting 
 in accordance with  Sections 141(f) and 242 of the General 
 Corporation Law of the State of Delaware, adopted resolutions to 
 amend and restate Article Fourth of the Restated Certificate of 
 Incorporation of the Corporation to read in full as follows: 

		 FOURTH. The total number of shares of stock 
   which the corporation shall have authority to issue is 
   forty million (40,000,000) shares of Common Stock with 
   par value of $0.001 per share, and one million 
   (1,000,000) shares of Preferred Stock with a par value 
   of $0.001 per share.

 		The Preferred Stock may be issued from time to 
   time in one or more series.  The Board of Directors is 
   expressly authorized in the resolution or resolutions 
   providing for the issue of any wholly unissued series 
   of Preferred Stock, to fix, state, and express the 
   powers, rights, designations, preferences, 
   qualification, limitations, and restriction thereof, 
   including, without limitation:  the rate of dividends 
   upon which and the times at which dividends on shares 
   of such series shall be payable and the preference, if 
   any, which such dividends shall have relative to 
   dividends on shares of any other class or classes or 
   any series of stock of the corporation; whether such 
   dividends shall be cumulative or noncumulative, and if 
   cumulative, the date or dates from which dividends on 
   shares of such series shall be cumulative; the voting 
   rights, if any, to be provided for shares of such 
   series; the rights, if any, which the holders of shares 
   of such series shall have in the event of any voluntary 
   or involuntary liquidation, dissolution, or winding up 
   of the affairs of the corporation; the rights, if any, 
   which the holders of shares of such series shall have 
   to convert such shares into or exchange such shares for 
   shares of stock of the corporation and the terms and 
   conditions, including price and rate of exchange of 
   such conversion or exchange; the redemption (including 
   sinking fund provisions), if any, for shares of such 
   series; and such other powers, rights, designations, 
   preferences, qualifications, limitations, and 
   restrictions as the Board of Directors may desire to so 
   fix.  The Board of Directors if also expressly 
   authorized to fix the number of shares constituting 
   such series and to increase or decrease the number of 
   shares of any series prior to the issue of shares of 
   that series and to decrease, but not increase, the 
   number of shares of any series subsequent to the issue 
   of shares of that series, but not below the number of 
   shares of such series then outstanding (in case the 
   number of shares of any series shall be so decreased, 
   the shares constituting such decrease shall resume the 
   status which they had prior to the adoption of the 
   resolution originally fixing the number of shares of 
   such series)."

	FOURTH:	Thereafter pursuant to a resolution of the Board 
 of Directors this Certificate of Amendment was submitted to the 
 stockholders of the Corporation for their approval, and was duly 
 adopted in accordance with the provisions of Section 242 of the 
 General Corporation Law of the State of Delaware.

	Fifth:  All other provisions of the Restated 
 Certificate of Incorporation shall remain in full force and 
 effect.

 IN WITNESS WHEREOF, DIONEX CORPORATION has caused this Certificate 
 of Amendment to be signed by its President and Chief Executive 
 Officer and attested to by its Secretary this 30th day of October, 
 1996.


DIONEX CORPORATION 


/S/ A. Blaine Bowman	
A. Blaine Bowman 
President and Chief Executive
Officer


ATTEST:



/s/ James C. Gaither			
James C. Gaither 
Secretary