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

                                 JANUARY 7, 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 January 7, 2004


ITEM 12.  RESULTS OF OPERATIONS AND FINANCIAL CONDITION

                  On January 7, 2004, Diodes Incorporated issued a press release
updating fourth quarter 2003 earnings  guidance.  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:   January 9, 2004                             DIODES INCORPORATED

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


                                  EXHIBIT INDEX

EXHIBIT                                  DESCRIPTION
NUMBER

99.1                                     Press Release dated January 7, 2004



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                                  EXHIBIT 99.1

DIODES INCORPORATED
FOR IMMEDIATE RELEASE

               DIODES INCORPORATED UPDATES FOURTH QUARTER GUIDANCE

 REVENUES UP APPROXIMATELY 10% SEQUENTIALLY ON STRONGER THAN EXPECTED DEMAND

WESTLAKE VILLAGE,  CALIFORNIA,  JANUARY 7, 2004 - Diodes  Incorporated  (NASDAQ:
DIOD),   a  leading   manufacturer   and  supplier  of  high  quality   discrete
semiconductors, today updated guidance for the fourth quarter of 2003.

The Company now expects that  revenue for the quarter  will be up  approximately
10% on a sequential  basis from the record revenue of $34.9 million  reported in
the third quarter.  In addition,  the Company  anticipates that its gross profit
margin will expand by 250-300 basis points  sequentially from 26.2% in the third
quarter due to the  contribution  of new higher margin  products and an improved
product mix.

The improved  gross  profit is,  however,  expected to be partially  offset by a
non-cash  asset  valuation  write  down of  approximately  $800,000,  reflecting
obsolete  equipment that had not fully  depreciated.  As a result,  earnings per
share  are  expected  to  increase   approximately  20%  sequentially  from  the
split-adjusted 18 cents per diluted share reported in the third quarter of 2003.

C.H. Chen, President and CEO of Diodes Incorporated, said, "Better than expected
demand from both the Asian and North American  marketplace and Diodes' continued
success in introducing  new,  cutting edge discrete  products have resulted in a
strong finish to the year 2003. We are pleased to see continued  improvement  in
our gross margin."

Diodes  will host a  conference  call at 8 a.m.  PST (11 a.m.  EST) on  Tuesday,
February 3rd, 2004 to discuss fourth quarter and year-end 2003 results.

Joining C.H.  Chen will be Carl Wertz,  Chief  Financial  Officer and Mark King,
Vice  President of Sales and  Marketing.  The Company  plans to  distribute  its
earnings announcement that same day at 6 a.m. PST (9 a.m. EST).

This  conference  call  will be  broadcast  live  over the  Internet  and can be
accessed by all interested parties on the Investor section of Diodes' website at
WWW.DIODES.COM. To listen to the live call, please go to the Investor section of
Diodes  website and click on the Conference  Call link at least fifteen  minutes
prior to the start of the call to register,  download, and install any necessary
audio software.  For those unable to participate  during the live  broadcast,  a
replay will be available shortly after the call on Diodes website for 90 days.

The Company's  discussion of fourth quarter financial and operating  performance
is based on  preliminary  information  and  subject  to  change  based on actual
financial and operating results for the period.

ABOUT DIODES INCORPORATED
Diodes  Incorporated  (Nasdaq:  DIOD) is a leading  manufacturer and supplier of
high-quality discrete semiconductor  products,  primarily to the communications,
computing,  industrial, consumer electronics and automotive markets. The Company
operates  three  Far East  subsidiaries,  Diodes-China  (QS-9000  and  ISO-14001
certified)  in  Shanghai,  Diodes-Taiwan  (ISO-9000  certified)  in Taipei,  and
Diodes-Hong  Kong.   Diodes-China's   manufacturing  focus  is  on  subminiature
surface-mount  devices  destined  for  wireless  devices,  notebook,  flat panel
display, digital camera, mobile handset,  set-top box, DC to DC conversion,  and
automotive applications,  among others. Diodes-Taiwan is our Asia-Pacific sales,
logistics and distribution center.  Diodes-Hong Kong covers sales, warehouse and
logistics  functions.  The Company's 5" wafer foundry,  Diodes-FabTech  (QS-9000
certified),  specializes in Schottky products and is located just outside Kansas
City,  Missouri.  The  Company's   ISO-9001:2000   corporate  sales,  marketing,
engineering and logistics  headquarters is located in Southern  California.  For
further  information,  including  SEC filings,  visit the  Company's  website at
www.diodes.com.

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SAFE HARBOR  STATEMENT  UNDER THE PRIVATE  SECURITIES  LITIGATION  REFORM ACT OF
1995:  ANY  STATEMENTS  SET  FORTH  ABOVE  THAT  ARE NOT  HISTORICAL  FACTS  ARE
FORWARD-LOOKING STATEMENTS THAT INVOLVE RISKS AND UNCERTAINTIES THAT COULD CAUSE
ACTUAL  RESULTS  TO  DIFFER   MATERIALLY  FROM  THOSE  IN  THE   FORWARD-LOOKING
STATEMENTS.  POTENTIAL RISKS AND UNCERTAINTIES  INCLUDE, BUT ARE NOT LIMITED TO,
SUCH  FACTORS  AS  FLUCTUATIONS  IN  PRODUCT  DEMAND,  THE  INTRODUCTION  OF NEW
PRODUCTS,  THE COMPANY'S ABILITY TO MAINTAIN CUSTOMER AND VENDOR  RELATIONSHIPS,
TECHNOLOGICAL  ADVANCEMENTS,  IMPACT OF COMPETITIVE PRODUCTS AND PRICING, GROWTH
IN TARGETED MARKETS, RISKS OF FOREIGN OPERATIONS, AND OTHER INFORMATION DETAILED
FROM TIME TO TIME IN THE COMPANY'S FILINGS WITH THE UNITED STATES SECURITIES AND
EXCHANGE COMMISSION.

Source:  Diodes Incorporated
CONTACT:  Crocker Coulson,  Partner,  CCG Investor Relations;  (818)789-0100,
e-mail:  crocker.coulson@ccgir.com  or Carl Wertz, Chief
Financial Officer, Diodes, Incorporated; (805) 446-4800 carl_wertz@diodes.com
Recent news releases, annual reports, and SEC filings are available at the
Company's website: http://www.diodes.com.  Written requests may be sent directly
to the Company, or they may be e-mailed to: diodes-fin@diodes.com.

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