As filed with the Securities and Exchange Commission on July 2, 2003
Registration No. 333-_____

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

                               ------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933
                               -------------------

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

                                    Delaware
                         (State or other jurisdiction of
                         incorporation or organization)

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

                                   95-2039518
                      (I.R.S. Employer Identification No.)

             DIODES INCORPORATED 2001 OMNIBUS EQUITY INCENTIVE PLAN
                            (Full title of the plan)

                                  Carl C. Wertz
                             Chief Financial Officer
                            3050 East Hillcrest Drive
                       Westlake Village, California 91362
                     (Name and address of agent for service)

                                 (805) 446-4800
          (Telephone number, including area code, of agent for service)

                                    Copy to:
                            Charles S. Kaufman, Esq.
                     Sheppard, Mullin, Richter & Hampton LLP
                        333 South Hope Street, 48th Floor
                          Los Angeles, California 90071
                                 (213) 620-1780

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>

---------------------------- -------------------------- ------------------------- -------------------------- -----------------------
<S>                           <C>                          <C>                       <C>                     <C>
Title of each class of                                     Proposed maximum          Proposed maximum             Amount of
securities to be registered   Amount to be registered      offering price per        aggregate offering       registration fee(2)
                                        (1)                    share (2)                  price(2)
---------------------------- -------------------------- ------------------------- -------------------------- -----------------------
Common Stock, par value          1,000,000 shares                $19.21                  $19,210,000                 $1,554
$0.66 2/3 per share
---------------------------- -------------------------- ------------------------- -------------------------- -----------------------
</TABLE>

(1)      In addition, this Registration Statement also covers such indeterminate
         number  of shares of  Common  Stock as may be  issued  pursuant  to the
         employee  benefit  plan  described  here as a result of the  adjustment
         provisions thereof.

(2)      Pursuant to Rule 457(h),  the maximum  offering price, per share and in
         the aggregate,  and the registration fee were calculated based upon the
         average  of the high and low  prices  of the  Common  Stock on June 30,
         2003, as reported on the Nasdaq Stock Market.

<PAGE>


                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

                  The document(s) containing the information specified in Part I
of Form S-8 will be sent or given to  participants  in the 2001  Omnibus  Equity
Incentive Plan of Diodes  Incorporated,  a Delaware corporation (the "Company"),
as  specified  by Rule  428(b)(1)  promulgated  by the  Securities  and Exchange
Commission (the "Commission") pursuant to the Securities Act of 1933, as amended
(the  "Securities  Act").  Such  documents need not be filed with the Commission
either as part of this  Registration  Statement or as prospectuses or prospectus
supplements  pursuant to Securities Act Rule 424 in accordance  with the Note to
Part I of Form S-8. These documents, and the documents incorporated by reference
in this Registration  Statement  pursuant to Item 3 of Form S-8, taken together,
constitute  a prospectus  that meets the  requirements  of Section  10(a) of the
Securities Act.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.           Incorporation of Documents by Reference.

                  The following  documents  previously filed by the Company with
the Commission are incorporated herein by reference:

(a)      The  Company's  Annual  Report on Form 10-K for its  fiscal  year ended
         December 31, 2002, filed with the Commission on March 31, 2003;

(b)      The Company's  Quarterly  Report on Form 10-Q for the quarterly  period
         ended March 31, 2003, filed with the Commission on May 14, 2003;

(c)      All other  reports  filed  pursuant to  Sections  13(a) or 15(d) of the
         Securities  Exchange  Act of 1934,  as  amended,  since  the end of the
         fiscal year covered by the annual report referred to in (a) above; and

(d)      The  description  of  the  Company's  Common  Stock  contained  in  the
         Company's Registration Statement on Form 8-A (File No. 00030811), filed
         with the Commission on June 15, 2000, including any amendment or report
         filed for the purposes of updating such description.

                  All documents  subsequently  filed by the Company  pursuant to
Sections 13(a),  13(c),  14 or 15(d) of the Securities  Exchange Act of 1934, as
amended (the "Exchange Act"), prior to the filing of a post-effective  amendment
that  indicates  that all  securities  offered  hereby  have  been  sold or that
deregisters  all  securities  then  remaining  unsold,  shall  be  deemed  to be
incorporated  by reference  into this  Registration  Statement  and to be a part
hereof  from the date of  filing  of such  documents.  Any  information  that is
furnished in any document incorporated or deemed to be incorporated by reference
herein,  but that is not deemed "filed" under the Securities Act or the Exchange
Act, is not incorporated by reference herein. Any statement  contained herein or
in a  document,  all or a  portion  of which is  incorporated  or  deemed  to be
incorporated by reference  herein,  shall be deemed to be modified or superseded
for  purposes  of this  Registration  Statement  to the extent  that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be  incorporated  by  reference  herein  modifies or  supersedes  such
statement.  Any such  statement so modified or  superseded  shall not be deemed,
except as so modified  or amended,  to  constitute  a part of this  Registration
Statement.

Item 4.           Description of Securities.

                  Not applicable.

                                       2
<PAGE>

Item 5.           Interests of Named Experts and Counsel.

                  Not applicable.

Item 6.           Indemnification of Directors and Officers.

                  Section 145 of the Delaware  General  Corporation Law provides
that a  corporation  may  indemnify  directors  and  officers  as well as  other
employees  and  individuals  against  expenses   (including   attorneys'  fees),
judgments,  fines and amounts paid in settlement in  connection  with  specified
actions,  suits or  proceedings,  whether  civil,  criminal,  administrative  or
investigative  (other than an action by or in the right of the  corporation or a
derivative  action), if they acted in good faith and in a manner they reasonably
believed to be in or not opposed to the best interests of the  corporation  and,
with respect to any criminal action or proceedings,  had no reasonable  cause to
believe their conduct was unlawful.

                  A similar standard applies in the case of derivative  actions,
except that indemnification only extends to expenses (including attorneys' fees)
actually and reasonably incurred in connection with the defense or settlement of
such action,  and the statute  requires court  approval  before there can be any
indemnification  where the person seeking  indemnification has been found liable
to the  corporation.  The statute  provides  that it is not  exclusive  of other
indemnification   that  may  be  granted  by  a  corporation's   certificate  of
incorporation,  bylaws, disinterested director vote, stockholder vote, agreement
or otherwise.

                  As  permitted   by  Section  145  of  the   Delaware   General
Corporation Law, Article EIGHTH of the Company's  Certificate of  Incorporation,
as amended, provides:

                  "The Company  shall  indemnify any and all persons whom it has
                  the power to indemnify pursuant to the General Corporation Law
                  of Delaware  against any and all expenses,  judgments,  fines,
                  amounts paid in settlement,  and any other  liabilities to the
                  fullest  extent   permitted  by  such  Law  and  may,  at  the
                  discretion  of the Board of  Directors,  purchase and maintain
                  insurance,  at its expense, to protect itself and such persons
                  against  any such  expense,  judgment,  fine,  amount  paid in
                  settlement  or other  liability,  whether  or not the  Company
                  would have the power to so  indemnify  such  person  under the
                  General Corporation Law of Delaware."

                  Also as  permitted  by  Section  145 of the  Delaware  General
Corporation Law, Article IV of the Company's Bylaws, as amended, provides:

                  "Section 1. This  corporation  shall  indemnify any person who
                  was or is a party or is  threatened  to be made a party to any
                  threatened,  pending or completed action,  suit or proceeding,
                  whether,  civil,  criminal,  administrative  or  investigative
                  (other than an action by or in the right of this  corporation)
                  by reason of the fact that he is or was a  director,  officer,
                  employee or agent of this corporation, or is or was serving at
                  the  request  of  this  corporation  as a  director,  officer,
                  employee or agent of another corporation,  partnership,  joint
                  venture,   trust  or  other   enterprise,   against   expenses
                  (including attorney's fees), judgments, fines and amounts paid
                  in  settlement  actually  and  reasonably  incurred  by him in
                  connection with such action, suit or proceeding if he acted in
                  good faith and in a manner he reasonably  believed to be in or
                  not opposed to the best  interests of this  corporation,  and,
                  with  respect to any  criminal  action or  proceeding,  had no
                  reasonable  cause to believe  his conduct  was  unlawful.  The
                  termination  of any action,  suit or  proceeding  by judgment,
                  order,   settlement,   conviction  or  upon  a  plea  of  nolo
                  contendere or its equivalent,  shall not, of itself,  create a
                  presumption that the person did not act in good faith and in a
                  manner which he reasonably believed to be in or not opposed to
                  the best  interests of this  corporation,  and with respect to
                  any criminal  action or proceeding,  had  reasonable  cause to
                  believe that his conduct was unlawful.

                                       3
<PAGE>

                  Section 2. This corporation shall indemnify any person who was
                  or is a party,  or is  threatened  to be made a party,  to any
                  threatened,  pending or completed  action or suit by or in the
                  right of this  corporation  to procure a judgment in its favor
                  by reason of the fact that he is or was a  director,  officer,
                  employee or agent of this corporation, or is or was serving at
                  the  request  of  the  corporation  as  a  director,  officer,
                  employee or agent of another corporation,  partnership,  joint
                  venture, trust or other enterprise against expenses (including
                  attorneys'  fees) actually and  reasonably  incurred by him in
                  connection  with the defense or  settlement  of such action or
                  suit if he acted in good  faith and in a manner he  reasonably
                  believed to be in, or not opposed  to, the best  interests  of
                  this corporation,  and except that no indemnification shall be
                  made in respect of any claim, issue or matter as to which such
                  person shall have been adjudged to be liable for negligence or
                  misconduct in the performance of his duty to this  corporation
                  unless and only to the extent  that the Court of  Chancery  or
                  the  court in which  such  action  or suit was  brought  shall
                  determine upon application  that,  despite the adjudication of
                  liability  but in view of all the  circumstances  of the case,
                  such expenses  which the Court of Chancery or such other court
                  shall deem proper.

                  Section 3. To the extent that a director, officer, employee or
                  agent of a  corporation  has been  successful on the merits or
                  otherwise  in  defense  of  any  action,  suit  or  proceeding
                  referred  to in  Sections 1 and 2, or in defense of any claim,
                  issue or  matter  therein,  he shall  be  indemnified  against
                  expenses  (including  attorney's fees) actually and reasonably
                  incurred by him in connection therewith.

                  Section 4. Any  indemnification  under Section 1 and 2 (unless
                  ordered by a court) shall be made by this  corporation only as
                  authorized  in the  specific  case upon a  determination  that
                  indemnification of the director, officer, employee or agent is
                  proper in the circumstances  because he has met the applicable
                  standard  of  conduct  set  forth in  Sections  1 and 2.  Such
                  determination shall be made (1) by the Board of Directors by a
                  majority vote of a quorum consisting of directors who were not
                  parties to such action,  suit or proceeding,  or (2) if such a
                  quorum is not obtainable,  or, even if obtainable, a quorum of
                  disinterested  directors  so  directs,  by  independent  legal
                  counsel in a written opinion, or (3) by the stockholders.

                  Section 5. Expenses  incurred in defending a civil or criminal
                  action,  suit or proceeding may be paid by this corporation in
                  advance  of the  final  disposition  of such  action,  suit or
                  proceeding  as  authorized  by the Board of  Directors  in the
                  specific case upon receipt of an  undertaking  by or on behalf
                  of the  director,  officer,  employee  or agent to repay  such
                  amount unless it shall  ultimately  be  determined  that he is
                  entitled to be indemnified  by this  corporation as authorized
                  by this by-law.

                  Section 6. The  indemnification  provided in this by-law shall
                  not be deemed  exclusive  of any other  rights to which  those
                  seeking  indemnification  may be  entitled  under any  by-law,
                  agreement,  vote of stockholders or disinterested directors or
                  otherwise,  both as to action in his official  capacity and as
                  to action in another  capacity while holding such office,  and
                  shall continue as to a person who has ceased to be a director,
                  officer,  employee  or agent and shall inure to the benefit of
                  the heirs, executors and administrators of such a person.

                  Section 7. This  corporation,  when authorized by the Board of
                  Directors,  shall purchase and maintain insurance on behalf of
                  any  person who is or was a  director,  officer,  employee  or
                  agent of this corporation, or is or was serving at the request
                  of this corporation as a director,  officer, employee or agent


                                       4
<PAGE>

                  of another corporation,  partnership,  joint venture, trust or
                  other  enterprise  against any liability  asserted against him
                  and  incurred by him in any such  capacity,  or arising out of
                  his status as such, whether or not this corporation would have
                  the power to indemnify  him against such  liability  under the
                  provisions of this by-law."

                  The Company  maintains an insurance  policy  pursuant to which
the directors and certain officers of the Company are insured, within the limits
and  subject to the  limitations  of the  policy,  against  certain  expenses in
connection  with the defense of certain claims,  actions,  suits or proceedings,
and  certain  liabilities  which  might be imposed  as a result of such  claims,
actions,  suits or  proceedings,  which may be brought against them by reason of
their being or having been such directors or officers.

Item 7.           Exemption from Registration Claimed.

                  Not applicable.

Item 8.           Exhibits.

Exhibit
 Number                                      Description of Exhibit
 ------                                      ----------------------
  3.1    Certificate of Incorporation of Diodes Incorporated, as amended to date
  3.2    Bylaws of Diodes Incorporated (1)
  5.1    Opinion of Sheppard, Mullin, Richter & Hampton LLP
 23.1    Consent of Moss Adams LLP
 23.2    Consent of Sheppard, Mullin, Richter & Hampton LLP (included in its
          opinion filed as Exhibit 5.1)
 24.1    Power of Attorney (See page 7)
---------------------

                  (1)  Incorporated by reference to Exhibit 3.2 to the Company's
         Registration Statement on Form 8-A (File No. 00030811),  filed with the
         Securities and Exchange Commission on June 15, 2000.


Item 9.           Undertakings.

(a) The undersigned registrant hereby undertakes:

(1) To file,  during  any  period in which  offers or sales  are being  made,  a
post-effective amendment to this Registration Statement:

(i) To include any  prospectus  required by Section  10(a)(3) of the  Securities
Act;

(ii) To  reflect  in the  prospectus  any  facts or  events  arising  after  the
effective date of this Registration Statement (or the most recent post-effective
amendment  thereof)  which,  individually  or  in  the  aggregate,  represent  a
fundamental change in the information set forth in this Registration  Statement.
Notwithstanding the foregoing,  any increase or decrease in volume of securities
offered (if the total dollar value of  securities  offered would not exceed that
which  was  registered)  and any  deviation  from  the  low or  high  end of the
estimated  maximum  offering  range may be reflected  in the form of  prospectus
filed with the  Commission  pursuant  to Rule 424(b) if, in the  aggregate,  the
changes in volume and price  represent  no more than a 20 percent  change in the
maximum  aggregate  offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement; and

                                       5
<PAGE>

(iii)  To  include  any  material  information  with  respect  to  the  plan  of
distribution  not  previously  disclosed in this  Registration  Statement or any
material change to such information in this Registration Statement;

provided,  however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3, Form S-8 or Form S-3, and the information
required to be included in a  post-effective  amendment by those  paragraphs  is
contained in periodic  reports filed with or furnished to the  Commission by the
registrant  pursuant  to  Section  13 or  15(d)  of the  Exchange  Act  that are
incorporated by reference in this Registration Statement.

(2)      That, for the purpose of determining any liability under the Securities
         Act,  each such  post-effective  amendment  shall be deemed to be a new
         registration  statement relating to the securities offered therein, and
         the offering of such  securities at that time shall be deemed to be the
         initial bona fide offering thereof.

(3)      To remove from registration by means of a post-effective  amendment any
         of  the  securities   being  registered  which  remain  unsold  at  the
         termination of the offering.

(b)      The  undersigned  registrant  hereby  undertakes  that, for purposes of
         determining  any liability under the Securities Act, each filing of the
         registrant's  annual  report  pursuant to Section 13(a) or 15(d) of the
         Exchange Act (and, where applicable, each filing of an employee benefit
         plan's  annual  report  pursuant to Section  15(d) of the Exchange Act)
         that is incorporated by reference in this Registration  Statement shall
         be deemed to be a new registration statement relating to the securities
         offered therein, and the offering of such securities at that time shall
         be deemed to be the initial bona fide offering thereof.

(c)      Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, executive officers and controlling persons of
the  registrant  pursuant  to  the  foregoing  provisions,   or  otherwise,  the
registrant  has  been  advised  that  in  the  opinion  of the  Commission  such
indemnification  is against public policy as expressed in the Securities Act and
is,  therefore,  unenforceable.  In the event  that a claim for  indemnification
against such  liabilities  (other than the payment by the registrant of expenses
incurred or paid by a director,  officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as  expressed  in the  Securities  Act and will be  governed by the final
adjudication of such issue.

                                       6
<PAGE>


                                   SIGNATURES

         Pursuant to the  requirements  of the  Securities  Act, the  registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of Westlake Village,  State of California,  on June 30,
2003.

                               DIODES INCORPORATED


                               By     /s/ C.H. Chen
                                      C.H. Chen,
                                      President, Chief Executive Officer
                                      and Director (Principal Executive Officer)


                                POWER OF ATTORNEY

                  KNOW  ALL BY  THESE  PRESENTS,  that  each of the  undersigned
directors  and  officers of Diodes  Incorporated,  a Delaware  corporation  (the
"Company"), hereby nominate and appoint C.H. Chen and Carl C. Wertz, and each of
them acting or signing singly, as his or her agents and  attorneys-in-fact  (the
"Agents"),  in his or her  respective  name and in the  capacity  or  capacities
indicated  below to execute and/or file,  with all exhibits  thereto,  and other
documents in  connection  therewith,  (1) a  registration  statement on Form S-8
under the Securities Act of 1933, as amended,  (the "Act"),  in connection  with
the registration  under the Act of shares of the Company's common stock issuable
under the 2001 Omnibus Equity  Incentive  Plan  (including the schedules and all
exhibits and other  documents  filed  therewith or constituting a part thereof);
and (2) any one or more  amendments  to any part of the  foregoing  registration
statement, including any post-effective amendments, or appendices or supplements
that  may be  required  to be  filed  under  the Act to keep  such  registration
statement effective or to terminate its effectiveness.

                  Further,  the undersigned do hereby  authorize and direct such
agents and  attorneys-in-fact  to take any and all  actions and execute and file
any and all documents with the Securities and Exchange  Commission  (the "SEC"),
or state regulatory agencies,  necessary,  proper or convenient in their opinion
to comply  with the Act and the rules and  regulations  or orders of the SEC, or
state regulatory  agencies,  adopted or issued pursuant  thereto,  including the
making  of  any  requests  for  acceleration  of  the  effective  date  of  said
registration  statement,  to the end  that  the  registration  statement  of the
Company shall become effective under the Act and any other applicable law.

                  Finally,  each of the undersigned does hereby ratify,  confirm
and approve each and every act and document  which the said  appointment  agents
and  attorneys-in-fact  may take, execute or file pursuant thereto with the same
force and effect as though such action had been taken or such documents had been
executed or filed by the undersigned respectively.

                  This Power of Attorney  shall  remain in full force and effect
until revoked or superseded by written notice filed with the SEC.

                                       7
<PAGE>

                  Pursuant  to the  requirements  of the  Securities  Act,  this
Registration  Statement  has been signed below by the  following  persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>

Signature                           Title                                               Date

<S>                                 <C>                                                 <C>
/s/ C.H. Chen                       President, Chief Executive Officer, and
C.H. Chen                           Director (Principal Executive Officer)              June 30, 2003

/s/ Carl C. Wertz                   Chief Financial Officer, Secretary, and
Carl C. Wertz                       Treasurer (Principal Financial and
                                    Accounting Officer)                                 June 30, 2003

/s/ Raymond Soong                   Chairman of the Board                               June 30, 2003
Raymond Soong

/s/ Michael R. Giordano             Director                                            June 30, 2003
Michael R. Giordano

/s/ Keh-Shew Lu                     Director                                            June 30, 2003
Keh-Shew Lu

/s/ M.K. Lu                         Director                                            June 30, 2003
M.K. Lu

/s/ Shing Mao                       Director                                            June 30, 2003
Shing Mao

/s/ John M. Stich                   Director                                            June 30, 2003
John M. Stich
</TABLE>

                                       8
<PAGE>

                                  EXHIBIT INDEX

Exhibit Number     Description of Exhibit
     3.1           Certificate of Incorporation of Diodes Incorporated,
                    as amended to date
     3.2           Bylaws of Diodes Incorporated (1)
     5.1           Opinion of Sheppard, Mullin, Richter & Hampton LLP
    23.1           Consent of Moss Adams LLP
    23.2           Consent of Sheppard, Mullin, Richter & Hampton LLP (included
                    in its opinion filed as
                   Exhibit 5.1)
    24.1           Power of Attorney (See page 7)

         (1)   Incorporated  by  reference  to  Exhibit  3.2  to  the  Company's
Registration  Statement  on  Form  8-A  (File  No.  00030811),  filed  with  the
Securities and Exchange Commission on June 15, 2000.

                                       9
<PAGE>
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{"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": "S-8", "act": "33", "file-number": "333-106775", "film-number": "03773135"}, "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"}}
As filed with the Securities and Exchange Commission on July 2, 2003
Registration No. 333-_____

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

                               ------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933
                               -------------------

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

                                    Delaware
                         (State or other jurisdiction of
                         incorporation or organization)

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

                                   95-2039518
                      (I.R.S. Employer Identification No.)

             DIODES INCORPORATED 2001 OMNIBUS EQUITY INCENTIVE PLAN
                            (Full title of the plan)

                                  Carl C. Wertz
                             Chief Financial Officer
                            3050 East Hillcrest Drive
                       Westlake Village, California 91362
                     (Name and address of agent for service)

                                 (805) 446-4800
          (Telephone number, including area code, of agent for service)

                                    Copy to:
                            Charles S. Kaufman, Esq.
                     Sheppard, Mullin, Richter & Hampton LLP
                        333 South Hope Street, 48th Floor
                          Los Angeles, California 90071
                                 (213) 620-1780

                         CALCULATION OF REGISTRATION FEE
---------------------------- -------------------------- ------------------------- -------------------------- -----------------------
Title of each class of                                     Proposed maximum          Proposed maximum             Amount of
securities to be registered   Amount to be registered      offering price per        aggregate offering       registration fee(2)
                                        (1)                    share (2)                  price(2)
---------------------------- -------------------------- ------------------------- -------------------------- -----------------------
Common Stock, par value          1,000,000 shares                $19.21                  $19,210,000                 $1,554
$0.66 2/3 per share
---------------------------- -------------------------- ------------------------- -------------------------- -----------------------
(1)      In addition, this Registration Statement also covers such indeterminate
         number  of shares of  Common  Stock as may be  issued  pursuant  to the
         employee  benefit  plan  described  here as a result of the  adjustment
         provisions thereof.

(2)      Pursuant to Rule 457(h),  the maximum  offering price, per share and in
         the aggregate,  and the registration fee were calculated based upon the
         average  of the high and low  prices  of the  Common  Stock on June 30,
         2003, as reported on the Nasdaq Stock Market.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

                  The document(s) containing the information specified in Part I
of Form S-8 will be sent or given to  participants  in the 2001  Omnibus  Equity
Incentive Plan of Diodes  Incorporated,  a Delaware corporation (the "Company"),
as  specified  by Rule  428(b)(1)  promulgated  by the  Securities  and Exchange
Commission (the "Commission") pursuant to the Securities Act of 1933, as amended
(the  "Securities  Act").  Such  documents need not be filed with the Commission
either as part of this  Registration  Statement or as prospectuses or prospectus
supplements  pursuant to Securities Act Rule 424 in accordance  with the Note to
Part I of Form S-8. These documents, and the documents incorporated by reference
in this Registration  Statement  pursuant to Item 3 of Form S-8, taken together,
constitute  a prospectus  that meets the  requirements  of Section  10(a) of the
Securities Act.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.           Incorporation of Documents by Reference.

                  The following  documents  previously filed by the Company with
the Commission are incorporated herein by reference:

(a)      The  Company's  Annual  Report on Form 10-K for its  fiscal  year ended
         December 31, 2002, filed with the Commission on March 31, 2003;

(b)      The Company's  Quarterly  Report on Form 10-Q for the quarterly  period
         ended March 31, 2003, filed with the Commission on May 14, 2003;

(c)      All other  reports  filed  pursuant to  Sections  13(a) or 15(d) of the
         Securities  Exchange  Act of 1934,  as  amended,  since  the end of the
         fiscal year covered by the annual report referred to in (a) above; and

(d)      The  description  of  the  Company's  Common  Stock  contained  in  the
         Company's Registration Statement on Form 8-A (File No. 00030811), filed
         with the Commission on June 15, 2000, including any amendment or report
         filed for the purposes of updating such description.

                  All documents  subsequently  filed by the Company  pursuant to
Sections 13(a),  13(c),  14 or 15(d) of the Securities  Exchange Act of 1934, as
amended (the "Exchange Act"), prior to the filing of a post-effective  amendment
that  indicates  that all  securities  offered  hereby  have  been  sold or that
deregisters  all  securities  then  remaining  unsold,  shall  be  deemed  to be
incorporated  by reference  into this  Registration  Statement  and to be a part
hereof  from the date of  filing  of such  documents.  Any  information  that is
furnished in any document incorporated or deemed to be incorporated by reference
herein,  but that is not deemed "filed" under the Securities Act or the Exchange
Act, is not incorporated by reference herein. Any statement  contained herein or
in a  document,  all or a  portion  of which is  incorporated  or  deemed  to be
incorporated by reference  herein,  shall be deemed to be modified or superseded
for  purposes  of this  Registration  Statement  to the extent  that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be  incorporated  by  reference  herein  modifies or  supersedes  such
statement.  Any such  statement so modified or  superseded  shall not be deemed,
except as so modified  or amended,  to  constitute  a part of this  Registration
Statement.

Item 4.           Description of Securities.

                  Not applicable.

                                       2
Item 5.           Interests of Named Experts and Counsel.

                  Not applicable.

Item 6.           Indemnification of Directors and Officers.

                  Section 145 of the Delaware  General  Corporation Law provides
that a  corporation  may  indemnify  directors  and  officers  as well as  other
employees  and  individuals  against  expenses   (including   attorneys'  fees),
judgments,  fines and amounts paid in settlement in  connection  with  specified
actions,  suits or  proceedings,  whether  civil,  criminal,  administrative  or
investigative  (other than an action by or in the right of the  corporation or a
derivative  action), if they acted in good faith and in a manner they reasonably
believed to be in or not opposed to the best interests of the  corporation  and,
with respect to any criminal action or proceedings,  had no reasonable  cause to
believe their conduct was unlawful.

                  A similar standard applies in the case of derivative  actions,
except that indemnification only extends to expenses (including attorneys' fees)
actually and reasonably incurred in connection with the defense or settlement of
such action,  and the statute  requires court  approval  before there can be any
indemnification  where the person seeking  indemnification has been found liable
to the  corporation.  The statute  provides  that it is not  exclusive  of other
indemnification   that  may  be  granted  by  a  corporation's   certificate  of
incorporation,  bylaws, disinterested director vote, stockholder vote, agreement
or otherwise.

                  As  permitted   by  Section  145  of  the   Delaware   General
Corporation Law, Article EIGHTH of the Company's  Certificate of  Incorporation,
as amended, provides:

                  "The Company  shall  indemnify any and all persons whom it has
                  the power to indemnify pursuant to the General Corporation Law
                  of Delaware  against any and all expenses,  judgments,  fines,
                  amounts paid in settlement,  and any other  liabilities to the
                  fullest  extent   permitted  by  such  Law  and  may,  at  the
                  discretion  of the Board of  Directors,  purchase and maintain
                  insurance,  at its expense, to protect itself and such persons
                  against  any such  expense,  judgment,  fine,  amount  paid in
                  settlement  or other  liability,  whether  or not the  Company
                  would have the power to so  indemnify  such  person  under the
                  General Corporation Law of Delaware."

                  Also as  permitted  by  Section  145 of the  Delaware  General
Corporation Law, Article IV of the Company's Bylaws, as amended, provides:

                  "Section 1. This  corporation  shall  indemnify any person who
                  was or is a party or is  threatened  to be made a party to any
                  threatened,  pending or completed action,  suit or proceeding,
                  whether,  civil,  criminal,  administrative  or  investigative
                  (other than an action by or in the right of this  corporation)
                  by reason of the fact that he is or was a  director,  officer,
                  employee or agent of this corporation, or is or was serving at
                  the  request  of  this  corporation  as a  director,  officer,
                  employee or agent of another corporation,  partnership,  joint
                  venture,   trust  or  other   enterprise,   against   expenses
                  (including attorney's fees), judgments, fines and amounts paid
                  in  settlement  actually  and  reasonably  incurred  by him in
                  connection with such action, suit or proceeding if he acted in
                  good faith and in a manner he reasonably  believed to be in or
                  not opposed to the best  interests of this  corporation,  and,
                  with  respect to any  criminal  action or  proceeding,  had no
                  reasonable  cause to believe  his conduct  was  unlawful.  The
                  termination  of any action,  suit or  proceeding  by judgment,
                  order,   settlement,   conviction  or  upon  a  plea  of  nolo
                  contendere or its equivalent,  shall not, of itself,  create a
                  presumption that the person did not act in good faith and in a
                  manner which he reasonably believed to be in or not opposed to
                  the best  interests of this  corporation,  and with respect to
                  any criminal  action or proceeding,  had  reasonable  cause to
                  believe that his conduct was unlawful.

                                       3
Section 2. This corporation shall indemnify any person who was
                  or is a party,  or is  threatened  to be made a party,  to any
                  threatened,  pending or completed  action or suit by or in the
                  right of this  corporation  to procure a judgment in its favor
                  by reason of the fact that he is or was a  director,  officer,
                  employee or agent of this corporation, or is or was serving at
                  the  request  of  the  corporation  as  a  director,  officer,
                  employee or agent of another corporation,  partnership,  joint
                  venture, trust or other enterprise against expenses (including
                  attorneys'  fees) actually and  reasonably  incurred by him in
                  connection  with the defense or  settlement  of such action or
                  suit if he acted in good  faith and in a manner he  reasonably
                  believed to be in, or not opposed  to, the best  interests  of
                  this corporation,  and except that no indemnification shall be
                  made in respect of any claim, issue or matter as to which such
                  person shall have been adjudged to be liable for negligence or
                  misconduct in the performance of his duty to this  corporation
                  unless and only to the extent  that the Court of  Chancery  or
                  the  court in which  such  action  or suit was  brought  shall
                  determine upon application  that,  despite the adjudication of
                  liability  but in view of all the  circumstances  of the case,
                  such expenses  which the Court of Chancery or such other court
                  shall deem proper.

                  Section 3. To the extent that a director, officer, employee or
                  agent of a  corporation  has been  successful on the merits or
                  otherwise  in  defense  of  any  action,  suit  or  proceeding
                  referred  to in  Sections 1 and 2, or in defense of any claim,
                  issue or  matter  therein,  he shall  be  indemnified  against
                  expenses  (including  attorney's fees) actually and reasonably
                  incurred by him in connection therewith.

                  Section 4. Any  indemnification  under Section 1 and 2 (unless
                  ordered by a court) shall be made by this  corporation only as
                  authorized  in the  specific  case upon a  determination  that
                  indemnification of the director, officer, employee or agent is
                  proper in the circumstances  because he has met the applicable
                  standard  of  conduct  set  forth in  Sections  1 and 2.  Such
                  determination shall be made (1) by the Board of Directors by a
                  majority vote of a quorum consisting of directors who were not
                  parties to such action,  suit or proceeding,  or (2) if such a
                  quorum is not obtainable,  or, even if obtainable, a quorum of
                  disinterested  directors  so  directs,  by  independent  legal
                  counsel in a written opinion, or (3) by the stockholders.

                  Section 5. Expenses  incurred in defending a civil or criminal
                  action,  suit or proceeding may be paid by this corporation in
                  advance  of the  final  disposition  of such  action,  suit or
                  proceeding  as  authorized  by the Board of  Directors  in the
                  specific case upon receipt of an  undertaking  by or on behalf
                  of the  director,  officer,  employee  or agent to repay  such
                  amount unless it shall  ultimately  be  determined  that he is
                  entitled to be indemnified  by this  corporation as authorized
                  by this by-law.

                  Section 6. The  indemnification  provided in this by-law shall
                  not be deemed  exclusive  of any other  rights to which  those
                  seeking  indemnification  may be  entitled  under any  by-law,
                  agreement,  vote of stockholders or disinterested directors or
                  otherwise,  both as to action in his official  capacity and as
                  to action in another  capacity while holding such office,  and
                  shall continue as to a person who has ceased to be a director,
                  officer,  employee  or agent and shall inure to the benefit of
                  the heirs, executors and administrators of such a person.

                  Section 7. This  corporation,  when authorized by the Board of
                  Directors,  shall purchase and maintain insurance on behalf of
                  any  person who is or was a  director,  officer,  employee  or
                  agent of this corporation, or is or was serving at the request
                  of this corporation as a director,  officer, employee or agent

                                       4
of another corporation,  partnership,  joint venture, trust or
                  other  enterprise  against any liability  asserted against him
                  and  incurred by him in any such  capacity,  or arising out of
                  his status as such, whether or not this corporation would have
                  the power to indemnify  him against such  liability  under the
                  provisions of this by-law."

                  The Company  maintains an insurance  policy  pursuant to which
the directors and certain officers of the Company are insured, within the limits
and  subject to the  limitations  of the  policy,  against  certain  expenses in
connection  with the defense of certain claims,  actions,  suits or proceedings,
and  certain  liabilities  which  might be imposed  as a result of such  claims,
actions,  suits or  proceedings,  which may be brought against them by reason of
their being or having been such directors or officers.

Item 7.           Exemption from Registration Claimed.

                  Not applicable.

Item 8.           Exhibits.

Exhibit
 Number                                      Description of Exhibit
 ------                                      ----------------------
  3.1    Certificate of Incorporation of Diodes Incorporated, as amended to date
  3.2    Bylaws of Diodes Incorporated (1)
  5.1    Opinion of Sheppard, Mullin, Richter & Hampton LLP
 23.1    Consent of Moss Adams LLP
 23.2    Consent of Sheppard, Mullin, Richter & Hampton LLP (included in its
          opinion filed as Exhibit 5.1)
 24.1    Power of Attorney (See page 7)
---------------------

                  (1)  Incorporated by reference to Exhibit 3.2 to the Company's
         Registration Statement on Form 8-A (File No. 00030811),  filed with the
         Securities and Exchange Commission on June 15, 2000.

Item 9.           Undertakings.

(a) The undersigned registrant hereby undertakes:

(1) To file,  during  any  period in which  offers or sales  are being  made,  a
post-effective amendment to this Registration Statement:

(i) To include any  prospectus  required by Section  10(a)(3) of the  Securities
Act;

(ii) To  reflect  in the  prospectus  any  facts or  events  arising  after  the
effective date of this Registration Statement (or the most recent post-effective
amendment  thereof)  which,  individually  or  in  the  aggregate,  represent  a
fundamental change in the information set forth in this Registration  Statement.
Notwithstanding the foregoing,  any increase or decrease in volume of securities
offered (if the total dollar value of  securities  offered would not exceed that
which  was  registered)  and any  deviation  from  the  low or  high  end of the
estimated  maximum  offering  range may be reflected  in the form of  prospectus
filed with the  Commission  pursuant  to Rule 424(b) if, in the  aggregate,  the
changes in volume and price  represent  no more than a 20 percent  change in the
maximum  aggregate  offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement; and

                                       5
(iii)  To  include  any  material  information  with  respect  to  the  plan  of
distribution  not  previously  disclosed in this  Registration  Statement or any
material change to such information in this Registration Statement;

provided,  however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3, Form S-8 or Form S-3, and the information
required to be included in a  post-effective  amendment by those  paragraphs  is
contained in periodic  reports filed with or furnished to the  Commission by the
registrant  pursuant  to  Section  13 or  15(d)  of the  Exchange  Act  that are
incorporated by reference in this Registration Statement.

(2)      That, for the purpose of determining any liability under the Securities
         Act,  each such  post-effective  amendment  shall be deemed to be a new
         registration  statement relating to the securities offered therein, and
         the offering of such  securities at that time shall be deemed to be the
         initial bona fide offering thereof.

(3)      To remove from registration by means of a post-effective  amendment any
         of  the  securities   being  registered  which  remain  unsold  at  the
         termination of the offering.

(b)      The  undersigned  registrant  hereby  undertakes  that, for purposes of
         determining  any liability under the Securities Act, each filing of the
         registrant's  annual  report  pursuant to Section 13(a) or 15(d) of the
         Exchange Act (and, where applicable, each filing of an employee benefit
         plan's  annual  report  pursuant to Section  15(d) of the Exchange Act)
         that is incorporated by reference in this Registration  Statement shall
         be deemed to be a new registration statement relating to the securities
         offered therein, and the offering of such securities at that time shall
         be deemed to be the initial bona fide offering thereof.

(c)      Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, executive officers and controlling persons of
the  registrant  pursuant  to  the  foregoing  provisions,   or  otherwise,  the
registrant  has  been  advised  that  in  the  opinion  of the  Commission  such
indemnification  is against public policy as expressed in the Securities Act and
is,  therefore,  unenforceable.  In the event  that a claim for  indemnification
against such  liabilities  (other than the payment by the registrant of expenses
incurred or paid by a director,  officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as  expressed  in the  Securities  Act and will be  governed by the final
adjudication of such issue.

                                       6
SIGNATURES

         Pursuant to the  requirements  of the  Securities  Act, the  registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of Westlake Village,  State of California,  on June 30,
2003.

                               DIODES INCORPORATED

                               By     /s/ C.H. Chen
                                      C.H. Chen,
                                      President, Chief Executive Officer
                                      and Director (Principal Executive Officer)

                                POWER OF ATTORNEY

                  KNOW  ALL BY  THESE  PRESENTS,  that  each of the  undersigned
directors  and  officers of Diodes  Incorporated,  a Delaware  corporation  (the
"Company"), hereby nominate and appoint C.H. Chen and Carl C. Wertz, and each of
them acting or signing singly, as his or her agents and  attorneys-in-fact  (the
"Agents"),  in his or her  respective  name and in the  capacity  or  capacities
indicated  below to execute and/or file,  with all exhibits  thereto,  and other
documents in  connection  therewith,  (1) a  registration  statement on Form S-8
under the Securities Act of 1933, as amended,  (the "Act"),  in connection  with
the registration  under the Act of shares of the Company's common stock issuable
under the 2001 Omnibus Equity  Incentive  Plan  (including the schedules and all
exhibits and other  documents  filed  therewith or constituting a part thereof);
and (2) any one or more  amendments  to any part of the  foregoing  registration
statement, including any post-effective amendments, or appendices or supplements
that  may be  required  to be  filed  under  the Act to keep  such  registration
statement effective or to terminate its effectiveness.

                  Further,  the undersigned do hereby  authorize and direct such
agents and  attorneys-in-fact  to take any and all  actions and execute and file
any and all documents with the Securities and Exchange  Commission  (the "SEC"),
or state regulatory agencies,  necessary,  proper or convenient in their opinion
to comply  with the Act and the rules and  regulations  or orders of the SEC, or
state regulatory  agencies,  adopted or issued pursuant  thereto,  including the
making  of  any  requests  for  acceleration  of  the  effective  date  of  said
registration  statement,  to the end  that  the  registration  statement  of the
Company shall become effective under the Act and any other applicable law.

                  Finally,  each of the undersigned does hereby ratify,  confirm
and approve each and every act and document  which the said  appointment  agents
and  attorneys-in-fact  may take, execute or file pursuant thereto with the same
force and effect as though such action had been taken or such documents had been
executed or filed by the undersigned respectively.

                  This Power of Attorney  shall  remain in full force and effect
until revoked or superseded by written notice filed with the SEC.

                                       7
Pursuant  to the  requirements  of the  Securities  Act,  this
Registration  Statement  has been signed below by the  following  persons in the
capacities and on the dates indicated.
Signature                           Title                                               Date
/s/ C.H. Chen                       President, Chief Executive Officer, and
C.H. Chen                           Director (Principal Executive Officer)              June 30, 2003

/s/ Carl C. Wertz                   Chief Financial Officer, Secretary, and
Carl C. Wertz                       Treasurer (Principal Financial and
                                    Accounting Officer)                                 June 30, 2003

/s/ Raymond Soong                   Chairman of the Board                               June 30, 2003
Raymond Soong

/s/ Michael R. Giordano             Director                                            June 30, 2003
Michael R. Giordano

/s/ Keh-Shew Lu                     Director                                            June 30, 2003
Keh-Shew Lu

/s/ M.K. Lu                         Director                                            June 30, 2003
M.K. Lu

/s/ Shing Mao                       Director                                            June 30, 2003
Shing Mao

/s/ John M. Stich                   Director                                            June 30, 2003
John M. Stich
8
EXHIBIT INDEX

Exhibit Number     Description of Exhibit
     3.1           Certificate of Incorporation of Diodes Incorporated,
                    as amended to date
     3.2           Bylaws of Diodes Incorporated (1)
     5.1           Opinion of Sheppard, Mullin, Richter & Hampton LLP
    23.1           Consent of Moss Adams LLP
    23.2           Consent of Sheppard, Mullin, Richter & Hampton LLP (included
                    in its opinion filed as
                   Exhibit 5.1)
    24.1           Power of Attorney (See page 7)

         (1)   Incorporated  by  reference  to  Exhibit  3.2  to  the  Company's
Registration  Statement  on  Form  8-A  (File  No.  00030811),  filed  with  the
Securities and Exchange Commission on June 15, 2000.

                                       9