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. YESþ NOo

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) YESo NOþ

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of November 06, 2008:May 7, 2009:

Item 1. Financial Statements

The condensed consolidated financial statements included herein have been prepared by Dionex Corporation, 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. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and the notes thereto included in our Annual Report on Form 10-K for the fiscal year ended June 30, 2008. Unless the context otherwise requires, the terms “Dionex,” “we,” “our” and “us” and words of similar import as used in these notes to condensed consolidated financial statements include Dionex Corporation and its consolidated subsidiaries.

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, 2009. Separate line item disclosure of the change in prepaid income taxes has been provided in the condensed consolidated statement of cash flows for the nine months ended March 31, 2008 to conform to the fiscal 2009 presentation. Net operating results have not been affected by this re-classification.

Recently Adopted Accounting Pronouncement.In September 2006, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards (“SFAS”) No. 157,Fair Value Measurements(“SFAS No. 157”). SFAS No. 157 establishes a framework for measuring fair value and expands disclosures about fair value measurements. The changes to current practice resulting from the application of SFAS No. 157 relate to the definition of fair value, the methods used to measure fair value, and the expanded disclosures about fair value measurements. FASB Staff Position 157-2,Effective Date of FASB Statement No. 157(“SFAS No. 157-2”),was further released in February 2008 to amend the effective date pertaining to nonfinancialnon-financial assets and liabilities, except those that are recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually) until years beginning after November 15, 2008. Effective July 1, 2008, we adopted SFAS No. 157, except as it applies to the non-financial assets and non-financial liabilities subject to FASB Staff Position SFAS No. 157-2. Additional disclosures are provided in Note 15.

Recent Accounting Pronouncements Not Yet Adopted.In May 2008, the FASB issued SFAS No. 162,The Hierarchy of Generally Accepted Accounting Principles(“SFAS No. 162”). SFAS No. 162, effective November 15, 2008, is intended to improve financial reporting by identifying a consistent framework, or hierarchy, for selecting accounting principles to be used in preparing financial statements that are presented in conformity with accounting principles generally accepted in the United States of America for nongovernmental entities. SFAS No. 162 is effective 60 days following the SEC’s approval of the Public Company Accounting Oversight Board amendments to AU Section 411,The Meaning of Present Fairly in Conformity With Generally Accepted Accounting Principles. Any effect of applying the provisions of SFAS No. 162 is to be reported as a change in accounting principles in accordance with SFAS No. 154,Accounting Changes and Error Corrections — a replacement of APB Opinion No. 20 and FASB Statement No. 3. The Company will adoptadoption of SFAS No. 162 once it is effective and we are currently evaluating thehad no effect that the adoption will have on the Company’s consolidated financial statements.

Recent Accounting Pronouncements Not Yet Adopted.In April 2008, the FASB released FASB Staff Position 142-3,Determination of the Useful Life of Intangible Assets(“SFAS No. 142-3”), which amends the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of a recognized intangible asset under SFAS No. 142,Goodwill and Other Intangible Assets(“SFAS No. 142”). The intent of the statement is to improve the consistency between the useful life of a recognized intangible asset under SFAS No. 142 and the period of expected cash flows used to measure the fair value of the asset under SFAS No. 141 (revised 2007) and other U.S. generally accepted accounting principles. SFAS No. 142-3 is effective as of the beginning of an entity’s fiscal year that begins after December 15, 2008, which will be the Company’s fiscal year beginning July 1, 2009. We are currently evaluating the potential impact, if any, of the adoption of SFAS No. 142-3 on the Company’s consolidated financial position, results of operations and cash flows.

In March 2008, the FASB issued SFAS No. 161,Disclosures about Derivative Instruments and Hedging Activities(“SFAS No. 161”). SFAS No. 161 enhances financial disclosure by requiring that objectives for using derivative instruments be described in terms of underlying risk and accounting designation in the form of tabular presentation, requiring transparency with respect to the entity’s

liquidity from using derivatives, and cross-referencing an entity’s derivative information within its financial footnotes. SFAS No. 161 is effective for financial statements issued for fiscal years beginning after November 15, 2008, which will be the Company’s fiscal year beginning July 1, 2009. We are currently evaluating the potential impact, if any, of the adoption of SFAS No. 161 on the Company’s consolidated financial position, results of operations and cash flows.

In December 2007, the FASB issued SFAS No. 141 (revised 2007),Business Combinations (“(“SFAS No. 141(R)”). SFAS No. 141(R) expands the definition of a business combination and requires the fair value of the purchase price of an acquisition, including the issuance of equity securities, to be determined on the acquisition date. SFAS No. 141(R) also requires that all assets, liabilities, contingent consideration and contingencies of an acquired business be recorded at fair value at the acquisition date. In addition, SFAS No. 141(R) requires that acquisition costs generally be expensed as incurred, restructuring costs generally be expensed in periods subsequent to the acquisition date, and changes in accounting for deferred tax asset valuation allowances and acquired income tax uncertainties after the measurement period that impacts income tax expense. SFAS No. 141(R) applies prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008 (for Dionex, beginning with our fiscal 2010) with early adoption prohibited.prohibited, which will begin on July 1, 2009 for the Company. We are currently evaluating the potential impact, if any, of the adoption of SFAS No. 141(R) on the Company’s consolidated financial position, results of operations and cash flows.

In February 2007, the FASB issued SFAS No. 159,The Fair Value Option for Financial Assets and Financial Liabilities(“SFAS No. 159”). SFAS No. 159 permits entities to choose, at specified election dates, to measure eligible items at fair value (or “fair value option”) and to report in earnings unrealized gains and losses on those items for which the fair value option has been elected. SFAS No. 159 also requires entities to display the fair value of those assets and liabilities on the face of the balance sheet. SFAS No. 159 establishes presentation and disclosure requirements designed to facilitate comparisons between entities that choose different measurement attributes for similar types of assets and liabilities. SFAS No. 159 is effective for us as of the first quarter of fiscal 2009. Currently, we have elected not to adopt the fair value option under this pronouncement.

We account for our stock plans as required by SFAS No. 123 (Revised 2004),Share-Based Payment (“SFAS No. 123R”123(R)”). SFAS No. 123R123(R) requires companies to measure the cost of employee services received in exchange for an award of equity instruments based on the grant date fair value of the award. We have a stock-based compensation plan (Equity(“Equity Incentive Plan)Plan”) and an employee stock purchase plan (ESPP). Pursuant to the Equity Incentive Plan, we issue stock options and restricted stock units.

Generally, stock options granted to employees and non-employee directors fully vest four years from the grant date and have a term of ten years. We recognize stock-based compensation expense over the requisite service period of the individual grants, generally, equal to the vesting period.

Stock option activity under our plansplan during the threenine months ended September 30, 2008March 31, 2009 was as follows:

The aggregate intrinsic values in the table above represent the total pretax intrinsic values based on our closing stock price of $63.55$47.25 at September 30, 2008,March 31, 2009, which would have been received by the option holders had all option holders exercised their options as of that date.

The total pre-tax intrinsic value of options exercised was $0.6$3.6 million and $4.5 million during the three and nine months ended September 30, 2008.March 31, 2009.

As of September 30, 2008,March 31, 2009, the unrecorded deferred stock-based compensation balance related to stock options was $14.1$11.0 million after estimated forfeitures and will be recognized over an estimated weighted average amortization period of 2.72.4 years.

Valuation and amortization method — We estimate the fair value of stock options granted using the Black-Scholes-Merton option pricing formula and a single option award approach. This fair value is then amortized on a straight-line basis over the requisite service periods of the awards, which is generally the vesting period.

Expected Term — The expected term represents the period that our stock-based awards are expected to be outstanding and was determined based on historical experience of similar awards, giving consideration to the contractual terms of the stock-based awards, vesting schedules and expectations of future employee behavior as influenced by changes to the terms of our stock-based awards.

Short-term investments are recorded at their fair value. The difference between the fair value and amortized cost of short-term investments classified as “available-for-sale” securities is recorded in other comprehensive income, net of deferred taxes. We do not hold any auction-rate securities. As of September 30, 2008,March 31, 2009, short-term investments included an equity indexed derivative totaling $652,000.$500,000.

The aggregate market value, cost basis, and gross unrealized gains and losses of short-term investments classified as “available-for-sale” securities were as follows (in thousands):

Comprehensive income is the change in stockholders’ equity arising from transactions other than investments by owners and

Antidilutive common equivalent shares related to stock options are excluded from the calculation of diluted shares. Approximately 455,7101,278,270 and 218,545352,481 shares were excluded at September 30,March 31, 2009 and 2008, and 2007, respectively because they were antidilutive.

Information regarding our goodwill and other intangible assets reflects current foreign exchange rates.

The change in the carrying amount of goodwill for the threenine months ended September 30, 2008March 31, 2009 was as follows (in thousands):

Amortization expense related to intangible assets was $284,479$857,059 and $649,000$844,309 for the threenine months ended September 30,March 31, 2009 and 2008, and 2007, respectively. The remaining estimated amortization for each of the five fiscal years subsequent to September 30, 2008March 31, 2009 is as follows (in thousands):

We enter into standard indemnification agreements with many of our customers and certain other business partners in the ordinary course of business. These agreements include provisions for indemnifying the customer against any claim brought by a third party to the extent any such claim alleges that our product infringes a patent, copyright or trademark, or violates any other proprietary rights of that third party. The maximum potential amount of future payments we could be required to make under these indemnification agreements is not estimable, however, we have not incurred any costs to defend lawsuits or settle claims related to these indemnification agreements. No material claims for such indemnifications were outstanding as of September 30, 2008.March 31, 2009. We have not recorded any liabilities for these indemnification agreements at September 30, 2008March 31, 2009 or June 30, 2008.

SFAS No. 131Disclosures about Segments of an Enterprise and Related Informationestablishes standards for reporting information about operating segments in annual and interim financial statements of public business enterprises. It also establishes standards for related disclosure about products and service, geographic areas and major customers.

We are subject to audit by the Internal Revenue Service and the California Franchise Tax Board for the fiscal year 2004 through the fiscal year 2008. As we have operations in most other US states, other state tax authorities may assess deficiencies related to prior year activities; however, the years open to assessment vary with each state. We also file income tax returns for non-US jurisdictions; the most significant of which are Germany, Japan, the UK and Hong Kong. The years open to adjustment for Germany, UK and Hong Kong are fiscal years 2002 through 2008. The years open to adjustment for Japan are fiscal years 2001 through 2007.

A number of years may elapse before an uncertain tax position is audited and ultimately settled. It is difficult to predict the ultimate outcome or the timing of resolution for uncertain tax positions. It is reasonably possible that the amount of unrecognized tax benefits could significantly increase or decrease within the next twelve months. These changes could result from the settlement of ongoing litigation, the completion of ongoing examinations, the expiration of the statute of limitations, or other circumstances. At this time, an estimate of the range of reasonably possible changes cannot be made.

Cautionary Statement Regarding Forward-Looking Statements

Except for historical information contained herein, the discussion below and in the footnotes to our financial statements contained in this Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), 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, uncertainties and other factors that may cause actual results, performance or achievements, or industry results, to be materially different from any future results, performance or achievements, or industry results, expressed or implied by such forward-looking statements. Such risks and uncertainties include, among other things: general economic conditions, foreign currency fluctuations, risks associated with international sales, fluctuations in worldwide demand for analytical instrumentation, fluctuations in quarterly operating results, competition from other products, existing product obsolescence, 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 below under the heading “Risk Factors.” Readers are cautioned not to place undue reliance on these forward-looking statements that reflect management’s analysis only as of the date hereof. We undertake no obligation to update these forward-looking statements.

Dionex Corporation designs, manufactures, marketsThis quarter was one of the more challenging quarters that we have experienced in many number of years. We saw some decline in customer demand mainly driven by weaker economic conditions in some countries and/or specific end-user markets. Despite the weakness caused by the current economic conditions, we were able to grow our top line organically on a local currency basis, excluding the negative effects of currency fluctuations. We had strong earnings growth this quarter. We were able to grow our operating income and services analyticalexpand our operating income margin by 250 basis points compared to the third quarter last year despite a decline in reported sales for the quarter. We achieved these results through tight controls on manufacturing costs and operating expenses. We anticipate that our sales in the fourth quarter will continue to be affected by the global economic weakness. We estimate that our sales in the fourth quarter will decline due to the negative effects of currency fluctuations. We estimate that excluding the negative effects of currency fluctuation, sales will be approximately flat in the fourth quarter compared with the fourth quarter last year. We will continue to manage our expenses to try to minimize the impact on our profitability.

Our results of operations for the three months ended March 31, 2009 reflect weaker demand for our instrumentation and related accessories and chemicals. Our products are used to analyze chemical substancesconsumables products. In the third quarter, we achieved growth in the environment and in a broad rangeour end-user markets of industrial and scientific applications. Our systems are used in environmental analysis and by the pharmaceutical, life sciences, chemical, petrochemical, power generation, andenvironmental, food and electronics industries in a variety of applications. Unless the context otherwise requires, the terms “Dionex,” “we,” “our”beverage, and “us” and words of similar import as used herein include Dionex Corporation and its consolidated subsidiaries.

Net sales for the firstthird quarter of fiscal 2009 were $93.4$94.4 million, compared with $82.4$98.4 million reported for the same period in the prior year, reflecting an increasea decrease of 13%4%. Operating income for the quarter was $19.5$21.6 million, an increase of 22%8% over operating income for the firstthird quarter of fiscal 2008 of $16.0$20.0 million. Cash flow from operating activities during the quarter was $8.7$18.4 million compared with $13.1$24.9 million for the firstthird quarter of fiscal 2008, reflecting a decrease of 34%26%. Our gross profit margin for the quarter was 67.1%68.0%, an increase compared to 65.2% reported in65.6% for the same period last year. Selling, general and administrative expenses were 38.7%37.4% of net sales during the quarter, compared to 37.8% reported in the same period last year. Research and product development expenses for the quarter were 7.5%7.7% of net sales, equal toup slightly from the 8.0%7.5% reported in the same period last year. Diluted earnings per share grew 21%increased 17% to $0.64$0.84 for the firstthird quarter, compared to $0.53$0.72 reported in the same period last year.

Net sales in Europe increased by 15% to $39.9 million infor the firstthird quarter of fiscal 2009 were $94.4 million, compared with $98.4 million reported for the same period in the prior year, reflecting a decrease of 4%, including a $5.0 million in adverse currency effect. Net sales in North America decreased by 13% in the third quarter of fiscal 2009 to $23.7 million, compared to $34.8$27.2 million during the same period in the prior year due to benefitsan adverse currency fluctuation of $0.6 million and lower demand from our life sciences and chemical/petrochemical customers. Net sales in North America decreased by 5% in the nine months ended March 31, 2009 to $75.8 million compared to $79.6 million during the nine months ended March 31, 2008 due to continuing weakened demand. Net sales in Europe decreased by 11% to $34.8 million in the third quarter of fiscal 2009, compared to $39.2 million during the same period in the prior year due to adverse currency fluctuations of $1.4$4.3 million. Excluding the impact of currency fluctuations, net sales in Europe increased to $39.1 million, andessentially flat, in the third quarter of fiscal 2009. Net sales in Europe remained substantially the same for the nine months ended March 31, 2009, $118.2 million compared to $118.6 million during the nine months ended March 31, 2008, due to an adverse currency effect offsetting a mix of growth in demand for IC products and weakness in our ion chromatography products.HPLC products especially from our life sciences customers. Net sales in the Asia/Pacific region grewincreased by 25%12% in the firstthird quarter of fiscal 2009 to $28.4$35.9 million, compared to $22.7$32.0 million during the same period in the prior year, driven by increased sales in Japan, China, India and Australia.India. Net sales increased 20% in the nine months ended March 31, 2009 to $96.9 million compared to $80.6 million in the nine months ended March 31, 2008 as a result of strong sales growth in China, Australia, Singapore and India.

We are subject to the effects of foreign currency fluctuations that have an impact on net sales. Overall, currency fluctuations increaseddecreased reported net sales for the three months ended September 30, 2008March 31, 2009 by $4.9$5.0 million, or 6 percentage points5% compared to the same quarter last year. Currency fluctuations decreased reported net sales by $4.2 million or 1.4% for the nine months ended March 31, 2009 compared to the same period last year.

Percentage changes in net sales over the corresponding period in the prior year were as indicated in the table below:

Percentage change in net sales excluding currency fluctuations over the corresponding period in the prior year were as indicated in the table below:

Gross margin for the firstthird quarter of fiscal 2009 was 67.1%68.0%, up substantially from the 65.6% gross profit margin reported in the third quarter last year. Despite the strengthening of the U.S. dollar the margin was up due to tight cost controls, positive results from our ongoing product cost reduction projects and a positive geographic mix. Gross margin for the first nine months of fiscal 2009 was 67.6%; an increase from the 65.2%66.2% reported in the same quarter last year, principally due to currencyfirst nine months of fiscal 2008 as a result of our tight cost controls and change in the geographical mix with relatively stronger performance in Europe and Asia/Pacific.cost reduction efforts.

Operating expenses of $43.2$42.6 million for the firstthird quarter of fiscal 2009 increaseddecreased by $5.5$1.9 million, or 14.5%4.3%, from the $37.8$44.5 million reported in the same quarter last year. As a percentage of net sales, operating expenses were 46.3%45.1% for the firstthird quarter of fiscal 2009, a slight increasedecrease from the 45.8%45.2% of sales reported in the firstthird quarter of fiscal 2008. The effects of foreign currency fluctuations increaseddecreased total operating expenses by $1.8$2.6 million, or 5%5.9%, for the quarter ended September 30, 2008,March 31, 2009, compared to 3%an increase of 5% during the same period in the prior year. TheExcluding currency effects, the $740,000 increase in operating expenses was attributable primarily to $1.5 million of additional expenses associated with expansionthe addition of our new subsidiary in Sweden and targeted expense growth in Asia/Pacific, operations relatedspecifically in China to that market’s disproportionate growthfurther build our infrastructure and our new Sweden subsidiary, withfootprint in this strategic market. Operating expenses for the remaindernine months ended March 31, 2009 were $129.5 million, representing a 3.0% increase over the corresponding period during the prior year of $125.7 million mainly due to the increase related to a general increasecontinued expansion in the personnel costs, travelChina, India and other costs.Sweden.

Cash used for financing activities was $8.3$31.4 million in the first threenine months of fiscal 2009. The use of cash was primarily attributable to the repurchase of 201,584545,179 shares of our common stock for $13.3$30.0 million, offset by $1.7$6.7 million in proceeds from issuance of common stock, a tax benefit related to equity incentive plans of $111,000$1.4 million and net proceedsreduction of $3.3$9.4 million received fromin short-term borrowings.

At September 30, 2008,March 31, 2009, we had utilized $25.1$12.4 million of our $28.9$28.8 million in committed bank lines of credit. The borrowings were used to repurchase shares of our common stock and for other corporate activities.

We believe that our cash flow from operating activities, current cash, cash equivalents and short-term investments and the remainder of our bank lines of credit will be adequate to meet our cash requirements for at least the next twelve months.