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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

OR

DIONEX CORPORATION

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

NONE

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

YES          X          NO        ____

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

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DIONEX CORPORATION

PART I. FINANCIAL INFORMATION

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DIONEX CORPORATION

See notes to condensed consolidated financial statements.

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1. Basis of Presentation

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

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

2. Acquisition

     On October 17, 2000, the Company purchased all of the issued and outstanding shares of LC Packings Nederland B.V. and LC Packings (U.S.A.), Inc. (collectively referred to as “LC Packings”) for a purchase price of $12.4 million, including acquisition cost. In addition, the shareholders of LC Packings have the right to receive additional contingent purchase consideration, to be paid in varying amounts at the end of calendar years 2000 through 2004, in the event LC Packings achieves certain revenue goals. If the entire additional contingent purchase consideration is achieved, the shareholders of LC Packings will be paid an additional amount not to exceed $13 million. At December 31, 2002, $13 million of the additional contingent purchase consideration had been earned and was recorded as goodwill.

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3. New Accounting Pronouncements

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

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

4. Inventories

     Inventories consist of (in thousands):

5. Income Taxes

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

6. Comprehensive Income

Components of comprehensive income include net income, foreign currency translation adjustments and unrealized gain on equity securities available for sale. As such, Accumulated Other Comprehensive Income in the Condensed Consolidated Balance Sheets represents cumulative foreign currency translation adjustments and unrealized gain or loss on equity securities available for sale. Comprehensive income was $11,779,000 and $7,211,000 for the three months ended December 31, 2002 and 2001, respectively, and $17,771,000 and $12,882,000 for the six months ended December 31, 2002 and 2001, respectively.

7. Net Income Per Share

     Basic earnings per share excludes dilution and is computed by dividing net income by the weighted average of common shares outstanding for the period. Diluted earnings per share reflects the potential dilution from securities and other contracts that are exercisable or convertible into common stock. Diluted earnings per share is computed by dividing net income by the weighted average number of common shares that would have been outstanding during the period assuming the issuance of common shares for all dilutive potential common shares outstanding using the treasury stock method. The difference between the number of shares outstanding for basic and diluted earnings per share is due to stock options outstanding during the periods presented. At December 31, 2002 and 2001, there were 1,236,186 and 1,491,809 stock option shares, respectively, excluded from the computation to calculate earnings per share because they were anti-dilutive.

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8. Common Stock Repurchases

     During the first six months of fiscal 2003, the Company repurchased 291,900 shares of its common stock on the open market for $8.4 million ($28.73 per share), compared with 469,470 shares repurchased in the first six months of the previous fiscal year for $12.7 million ($26.97 per share). During all of fiscal 2002, the Company repurchased 1,333,870 shares.

9. Goodwill and Other Intangible Assets

     Information regarding the Company’s goodwill and other intangible assets reflect current foreign exchange rates.

     Changes in the carrying amount of goodwill for the six months ended December 31, 2002 are as follows (in thousands):

     Intangible assets (in thousands):

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

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10. Warranty

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

     Details of the change in accrued product warranty for the six months ended December 31, 2002 are as follows (in thousands):

11. Commitments

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

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DIONEX CORPORATION

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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Liquidity and Capital Resources

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

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

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

At December 31, 2002, the Company had utilized $3.0 million of the Company’s $35.0 million in committed bank lines of credit, mainly due to borrowings related to the Company’s operations. The Company believes that its cash flow from operations, current cash and cash investments and the remainder of its bank lines of credit will be adequate to meet its cash requirements for fiscal 2003 and the foreseeable future. During the six months of fiscal 2003, the Company repurchased 291,900 shares of its common stock for $8.4 million.

New Accounting Pronouncements

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

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

Forward-looking statements

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

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Critical Accounting Policies and Estimates

Summary:

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

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

Revenue Recognition Policy

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

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

Equipment is sold through our direct sales force and through distributors and resellers. Sales through distributors and resellers are recognized as revenue upon sale to the distributor or reseller as these sales are considered to be final and no right of return or price protection exists. Customer acceptance is generally limited to performance under our published product specifications. When additional customer acceptance conditions apply, all revenue related to the sale is deferred until acceptance is obtained. Our equipment typically includes a one-year warranty. The estimated cost of product warranty claims is accrued at the time the sale is recognized, based on historical experience.

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

Loss Provisions on Accounts Receivable and Inventory

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

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

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

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

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

Income Taxes

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

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ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS

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

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

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

ITEM 4.  CONTROL AND PROCEDURES

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

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PART II.  OTHER INFORMATION

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

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

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

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

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a)

Exhibits

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

(b)

Reports on Form 8-K.

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

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SIGNATURES

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

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

I, Lukas Braunschweiler, certify that:

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

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

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5.

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

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

6.

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

Date: February 11, 2003

/s/ Lukas Braunschweiler

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

I, Craig A. McCollam, certify that:

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

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

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5.

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

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

6.

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

Date: February 11, 2003

/s/ Craig A. McCollam

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Index to Exhibits