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

                                February 7, 2005
                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)





Item 2.02           Results of Operations and Financial Condition
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                  On  February  7,  2005,  Diodes  Incorporated  issued  a press
release announcing fourth quarter and full-year 2004 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.


Item 9.01         Financial Statements and Exhibits.

(c)  Exhibits

                  Exhibit 99.1 - Press Release dated February 7, 2005




                                   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:   February 7, 2005                            DIODES INCORPORATED

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


                                  EXHIBIT INDEX

Exhibit    Description
Number

99.1       Press Release dated February 7, 2005