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

                                  JULY 28, 2004
                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 July 28, 2004


ITEM 12.  RESULTS OF OPERATIONS AND FINANCIAL CONDITION

                  On July 28, 2004, Diodes  Incorporated  issued a press release
announcing second quarter 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.


                                   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:   July 29, 2004                               DIODES INCORPORATED

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


                                  EXHIBIT INDEX

EXHIBIT                                  DESCRIPTION
NUMBER

99.1                                     Press Release dated July 28, 2004


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