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 6, 2006
                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)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act
    (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
    (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
    Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
    Act (17 CFR 240.13e-4(c))
<PAGE>

Item 2.02 Results of Operations and Financial Condition

      On February 6, 2006, Diodes Incorporated issued a press release announcing
fourth quarter 2005 earnings. A copy of the press release is attached as Exhibit
99.1.

      On February 6, 2006, Diodes Incorporated hosted a conference call to
discuss its fourth quarter 2005 results. A copy of the transcript is attached as
Exhibit 99.2.

      During the conference call on February 6, 2006, Dr. Keh-Shew Lu, President
and CEO of Diodes Incorporated, as well as Carl C. Wertz, Chief Financial
Officer, and Mark King, Sr. Vice President of Sales and Marketing made
additional comments during a question and answer session. A copy of the
transcript is attached as Exhibit 99.3.

      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 6, 2006

      Exhibit 99.2 - Conference call transcript dated February 6, 2006

      Exhibit 99.3 - Question and answer transcript dated February 6, 2006


                                   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, 2006                            DIODES INCORPORATED

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


                                  EXHIBIT INDEX

Exhibit       Description
Number

99.1          Press Release dated February 6, 2006
99.2          Conference call transcript dated February 6, 2006
99.3          Question and answer transcript dated February 6, 2006
{"company-data": {"conformed-name": "DIODES INC /DEL/", "cik": "0000029002", "assigned-sic": "3674", "irs-number": "952039518", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "002-25577", "film-number": "06588711"}, "business-address": {"street1": "3050 E HILLCREST DR", "city": "WESTLAKE VILLAGE", "state": "CA", "zip": "91362", "phone": "8054464800"}, "mail-address": {"street1": "3050 E HILLCREST DR SUITE 200", "street2": "3050 E HILLCREST DR SUITE 200", "city": "WESTLAKE VILLAGE", "state": "CA", "zip": "913623154"}}
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 6, 2006
                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)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act
    (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
    (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
    Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
    Act (17 CFR 240.13e-4(c))
Item 2.02 Results of Operations and Financial Condition

      On February 6, 2006, Diodes Incorporated issued a press release announcing
fourth quarter 2005 earnings. A copy of the press release is attached as Exhibit
99.1.

      On February 6, 2006, Diodes Incorporated hosted a conference call to
discuss its fourth quarter 2005 results. A copy of the transcript is attached as
Exhibit 99.2.

      During the conference call on February 6, 2006, Dr. Keh-Shew Lu, President
and CEO of Diodes Incorporated, as well as Carl C. Wertz, Chief Financial
Officer, and Mark King, Sr. Vice President of Sales and Marketing made
additional comments during a question and answer session. A copy of the
transcript is attached as Exhibit 99.3.

      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 6, 2006

      Exhibit 99.2 - Conference call transcript dated February 6, 2006

      Exhibit 99.3 - Question and answer transcript dated February 6, 2006

                                   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, 2006                            DIODES INCORPORATED

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

                                  EXHIBIT INDEX

Exhibit       Description
Number

99.1          Press Release dated February 6, 2006
99.2          Conference call transcript dated February 6, 2006
99.3          Question and answer transcript dated February 6, 2006