UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT
     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

                                October 28, 2003
                Date of Report (Date of earliest event reported)

                               DIODES INCORPORATED
             (Exact name of registrant as specified in its charter)

        Delaware                        1-5740                        95-2039518
      (State or other             (Commission File Number)      (I.R.S. Employer
      jurisdiction of                                     Identification Number)
      incorporation)

                            3050 East Hillcrest Drive
                           Westlake Village, California           91362
                       (Address of principal executive offices) (Zip Code)

                                 (805) 446-4800
              (Registrant's telephone number, including area code)


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Item 7.  Financial Statements and Exhibits.

(c)  Exhibits

                  Exhibit 99.1 - Press Release dated October 28, 2003


Item 12.  Results of Operations and Financial Condition

On October 28, 2003, Diodes Incorporated issued a press release announcing third
quarter 2003 earnings. A copy of the press release is attached as Exhibit 99.1.

The  information in this Form 8-K and the Exhibits  attached hereto shall not be
deemed  "filed" for purposes of Section 18 of the  Securities  Act of 1934,  nor
shall it be deemed  incorporated by reference in any filing under the Securities
Act of 1933 or the Securities Exchange Act of 1984, except as shall be expressly
set forth by specific reference in such filing.


                                   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 hereunto duly authorized.

Dated:   October 28, 2003                            DIODES INCORPORATED

                                                     By /s/ Carl C. Wertz
                                                     CARL C. WERTZ
                                                     Chief Financial Officer


                                  EXHIBIT INDEX

Exhibit                                  Description
Number

99.1     Press Release dated October 28, 2003



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