As filed with the Securities and Exchange Commission on February 26, 2002
                                                   Registration No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                               ------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                               ------------------

                               DIONEX CORPORATION
             (Exact name of registrant as specified in its charter)

             Delaware                                94-2647429
     (State of Incorporation)           (I.R.S. Employer Identification No.)

                               ------------------

                                 1228 Titan Way
                               Sunnyvale, CA 94086
                    (Address of principal executive offices)

                               ------------------

                      Dionex Corporation Stock Option Plan
                            (Full title of the plans)

                                A. Blaine Bowman
                      President and Chief Executive Officer
                                 1228 Titan Way
                               Sunnyvale, CA 94086
                                 (408) 737-0700
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                               ------------------

                                   Copies to:
                          Christopher A. Westover, Esq.
                             Jodie M. Bourdet, Esq.
                               Cooley Godward LLP
                         One Maritime Plaza, 20th Floor
                             San Francisco, CA 94111
                                 (415) 693-2000

                               ------------------

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
====================================================================================================================================
                                                           Proposed Maximum         Proposed Maximum
                                          Amount to be    Offering Price Per       Aggregate Offering
Title of Securities to be Registered      Registered(1)        Share (2)               Price (2)          Amount of Registration Fee
------------------------------------------------------------------------------------------------------------------------------------
<S>                                         <C>                  <C>                 <C>                           <C>
Shares of Common Stock, $0.001 par          1,000,000            $24.45              $24,450,000.00                $2,249.40
value per share, reserved for future
grant under the Dionex Corporation
Stock Option Plan
====================================================================================================================================
</TABLE>

(1) This  Registration  Statement  shall cover any  additional  shares of Common
Stock which become issuable under the Dionex  Corporation Stock Option Plan (the
"Plan")  set  forth  herein  by  reason  of any  stock  dividend,  stock  split,
recapitalization   or  any  other  similar   transaction   without   receipt  of
consideration  which  results  in an  increase  in the  number  of shares of the
outstanding Common Stock of Dionex Corporation (the "Company" or "Registrant").

(2)  Estimated  solely  for  the  purpose  of  calculating  the  amount  of  the
registration fee. The offering price per share and aggregate  offering price are
based upon the average of the high and low prices of the Company's  Common Stock
as  reported  on the Nasdaq  National  Market on  February  22,  2002 for shares
available for future grant  pursuant to the Plan  (pursuant to Rule 457(c) under
the Act).


                                                                     Page 1 of 7
                                                         Exhibit Index at Page 5
<PAGE>


                    INCORPORATION BY REFERENCE OF CONTENTS OF
                       REGISTRATION STATEMENTS ON FORM S-8
                NOS. 33-40796, 33-65081, 333-39319 AND 333-93473

     The  contents of the  Registration  Statements  on Form S-8 Nos.  33-40796,
33-65081,  333-39319  and  333-93473  filed  with the  Securities  and  Exchange
Commission on May 23, 1991, December 15, 1995, November 3, 1997 and December 23,
1999, respectively, are incorporated by reference herein.

                                    EXHIBITS

Exhibit
Number

5.1            Opinion of Cooley Godward LLP

23.1           Independent Auditors' Consent

23.2           Consent of Cooley Godward LLP is contained in Exhibit 5.1 to this
               Registration Statement

24.1           Power of Attorney is contained on the signature pages

99.1           Dionex   Corporation   Stock  Option  Plan  and  forms  of  grant
               thereunder (1)

(1)  Filed as an exhibit to the Form S-8  Registration  Statement  (Registration
     No. 333-39319) on November 3, 1997, and incorporated herein by reference.


                                       2.
<PAGE>


                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Sunnyvale, State of California, on February 25, 2002.


                                DIONEX CORPORATION


                                By: /s/ A. Blaine Bowman
                                    -------------------------------------------
                                A. Blaine Bowman
                                President, Chief Executive Officer and Director



                                POWER OF ATTORNEY

     KNOW ALL  PERSONS  BY THESE  PRESENTS,  that each  person  whose  signature
appears below  constitutes  and appoints A. Blaine Bowman and Craig A. McCollam,
and each or any one of them,  his true and  lawful  attorney-in-fact  and agent,
with full power of  substitution  and  resubstitution,  for him and in his name,
place  and  stead,  in any and all  capacities,  to sign any and all  amendments
(including  post-effective  amendments) to this Registration  Statement,  and to
file the same,  with all exhibits  thereto,  and other  documents in  connection
therewith,  with the  Securities  and Exchange  Commission,  granting  unto said
attorneys-in-fact  and agents,  and each of them, full power and authority to do
and perform each and every act and thing  requisite  and necessary to be done in
connection therewith,  as fully to all intents and purposes as he might or could
do in person,  hereby  ratifying and confirming all that said  attorneys-in-fact
and agents,  or any of them,  or their or his  substitutes  or  substitute,  may
lawfully do or cause to be done by virtue hereof.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.

<TABLE>
<CAPTION>
              Signature                                 Title                              Date
              ---------                                 -----                              ----
<S>                                       <C>                                        <C>

/s/ A. Blaine Bowman                      President, Chief Executive Officer         February 25, 2002
------------------------------------      and Director (Principal Executive
          (A. BLAINE BOWMAN)              Officer)


/s/ Craig A. McCollam                     Vice President, Finance and                February 25, 2002
------------------------------------      Administration (Principal Financial
          (CRAIG A. MCCOLLAM)             and Accounting Officer)


/s/ David L. Anderson                     Director                                   February 25, 2002
------------------------------------
          (DAVID L. ANDERSON)


/s/ James F. Battey                       Director                                   February 25, 2002
------------------------------------
           (JAMES F. BATTEY)


                                       3.
<PAGE>



/s/ B.J. Moore                            Director                                   February 25, 2002
------------------------------------
             (B.J. MOORE)


/s/ Riccardo Pigliucci                    Director                                   February 25, 2002
------------------------------------
         (RICCARDO PIGLIUCCI)
</TABLE>


                                       4.
<PAGE>


                                  EXHIBIT INDEX


 Exhibit                                                         Sequential Page
  Number                  Description                                Numbers

    5.1    Opinion of Cooley Godward LLP                                 6

   23.1    Independent Auditors' Consent                                 7

   23.2    Consent of Cooley Godward LLP is contained in
           Exhibit 5.1 to this Registration Statement                    --

   24.1    Power of Attorney is contained on the signature
           pages.                                                        --

   99.1    Dionex Corporation Stock Option Plan and forms of
           grant thereunder (1)                                          --


(1)  Filed as an exhibit to the Form S-8  Registration  Statement  (Registration
     No. 333-39319) on November 3, 1997, and incorporated herein by reference.


                                       5.
[{"type": "S-8", "sequence": "1", "filename": "d28093_s-8.txt", "description": "FORM S-8", "secsgml_size_bytes": 10198}]
{"company-data": {"conformed-name": "DIONEX CORP /DE", "cik": "0000708850", "assigned-sic": "3823", "irs-number": "942647429", "state-of-incorporation": "CA", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-83444", "film-number": "02559214"}, "business-address": {"street1": "1228 TITAN WAY", "street2": "P O BOX 3603", "city": "SUNNYVALE", "state": "CA", "zip": "94086-3603", "phone": "4087370700"}, "mail-address": {"street1": "1228 TITAN WAY", "street2": "1228 TITAN WAY", "city": "SUNNYVALE", "state": "CA", "zip": "94088-3603"}}
As filed with the Securities and Exchange Commission on February 26, 2002
                                                   Registration No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                               ------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                               ------------------

                               DIONEX CORPORATION
             (Exact name of registrant as specified in its charter)

             Delaware                                94-2647429
     (State of Incorporation)           (I.R.S. Employer Identification No.)

                               ------------------

                                 1228 Titan Way
                               Sunnyvale, CA 94086
                    (Address of principal executive offices)

                               ------------------

                      Dionex Corporation Stock Option Plan
                            (Full title of the plans)

                                A. Blaine Bowman
                      President and Chief Executive Officer
                                 1228 Titan Way
                               Sunnyvale, CA 94086
                                 (408) 737-0700
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                               ------------------

                                   Copies to:
                          Christopher A. Westover, Esq.
                             Jodie M. Bourdet, Esq.
                               Cooley Godward LLP
                         One Maritime Plaza, 20th Floor
                             San Francisco, CA 94111
                                 (415) 693-2000

                               ------------------

                         CALCULATION OF REGISTRATION FEE
====================================================================================================================================
                                                           Proposed Maximum         Proposed Maximum
                                          Amount to be    Offering Price Per       Aggregate Offering
Title of Securities to be Registered      Registered(1)        Share (2)               Price (2)          Amount of Registration Fee
------------------------------------------------------------------------------------------------------------------------------------
Shares of Common Stock, $0.001 par          1,000,000            $24.45              $24,450,000.00                $2,249.40
value per share, reserved for future
grant under the Dionex Corporation
Stock Option Plan
====================================================================================================================================
(1) This  Registration  Statement  shall cover any  additional  shares of Common
Stock which become issuable under the Dionex  Corporation Stock Option Plan (the
"Plan")  set  forth  herein  by  reason  of any  stock  dividend,  stock  split,
recapitalization   or  any  other  similar   transaction   without   receipt  of
consideration  which  results  in an  increase  in the  number  of shares of the
outstanding Common Stock of Dionex Corporation (the "Company" or "Registrant").

(2)  Estimated  solely  for  the  purpose  of  calculating  the  amount  of  the
registration fee. The offering price per share and aggregate  offering price are
based upon the average of the high and low prices of the Company's  Common Stock
as  reported  on the Nasdaq  National  Market on  February  22,  2002 for shares
available for future grant  pursuant to the Plan  (pursuant to Rule 457(c) under
the Act).

                                                                     Page 1 of 7
                                                         Exhibit Index at Page 5
INCORPORATION BY REFERENCE OF CONTENTS OF
                       REGISTRATION STATEMENTS ON FORM S-8
                NOS. 33-40796, 33-65081, 333-39319 AND 333-93473

     The  contents of the  Registration  Statements  on Form S-8 Nos.  33-40796,
33-65081,  333-39319  and  333-93473  filed  with the  Securities  and  Exchange
Commission on May 23, 1991, December 15, 1995, November 3, 1997 and December 23,
1999, respectively, are incorporated by reference herein.

                                    EXHIBITS

Exhibit
Number

5.1            Opinion of Cooley Godward LLP

23.1           Independent Auditors' Consent

23.2           Consent of Cooley Godward LLP is contained in Exhibit 5.1 to this
               Registration Statement

24.1           Power of Attorney is contained on the signature pages

99.1           Dionex   Corporation   Stock  Option  Plan  and  forms  of  grant
               thereunder (1)

(1)  Filed as an exhibit to the Form S-8  Registration  Statement  (Registration
     No. 333-39319) on November 3, 1997, and incorporated herein by reference.

                                       2.
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Sunnyvale, State of California, on February 25, 2002.

                                DIONEX CORPORATION

                                By: /s/ A. Blaine Bowman
                                    -------------------------------------------
                                A. Blaine Bowman
                                President, Chief Executive Officer and Director

                                POWER OF ATTORNEY

     KNOW ALL  PERSONS  BY THESE  PRESENTS,  that each  person  whose  signature
appears below  constitutes  and appoints A. Blaine Bowman and Craig A. McCollam,
and each or any one of them,  his true and  lawful  attorney-in-fact  and agent,
with full power of  substitution  and  resubstitution,  for him and in his name,
place  and  stead,  in any and all  capacities,  to sign any and all  amendments
(including  post-effective  amendments) to this Registration  Statement,  and to
file the same,  with all exhibits  thereto,  and other  documents in  connection
therewith,  with the  Securities  and Exchange  Commission,  granting  unto said
attorneys-in-fact  and agents,  and each of them, full power and authority to do
and perform each and every act and thing  requisite  and necessary to be done in
connection therewith,  as fully to all intents and purposes as he might or could
do in person,  hereby  ratifying and confirming all that said  attorneys-in-fact
and agents,  or any of them,  or their or his  substitutes  or  substitute,  may
lawfully do or cause to be done by virtue hereof.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.
Signature                                 Title                              Date
              ---------                                 -----                              ----
/s/ A. Blaine Bowman                      President, Chief Executive Officer         February 25, 2002
------------------------------------      and Director (Principal Executive
          (A. BLAINE BOWMAN)              Officer)

/s/ Craig A. McCollam                     Vice President, Finance and                February 25, 2002
------------------------------------      Administration (Principal Financial
          (CRAIG A. MCCOLLAM)             and Accounting Officer)

/s/ David L. Anderson                     Director                                   February 25, 2002
------------------------------------
          (DAVID L. ANDERSON)

/s/ James F. Battey                       Director                                   February 25, 2002
------------------------------------
           (JAMES F. BATTEY)

                                       3.
/s/ B.J. Moore                            Director                                   February 25, 2002
------------------------------------
             (B.J. MOORE)

/s/ Riccardo Pigliucci                    Director                                   February 25, 2002
------------------------------------
         (RICCARDO PIGLIUCCI)
4.
EXHIBIT INDEX

 Exhibit                                                         Sequential Page
  Number                  Description                                Numbers

    5.1    Opinion of Cooley Godward LLP                                 6

   23.1    Independent Auditors' Consent                                 7

   23.2    Consent of Cooley Godward LLP is contained in
           Exhibit 5.1 to this Registration Statement                    --

   24.1    Power of Attorney is contained on the signature
           pages.                                                        --

   99.1    Dionex Corporation Stock Option Plan and forms of
           grant thereunder (1)                                          --

(1)  Filed as an exhibit to the Form S-8  Registration  Statement  (Registration
     No. 333-39319) on November 3, 1997, and incorporated herein by reference.

                                       5.