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



              APPLICATION FOR WITHDRAWAL FROM LISTING OF SECURITIES
                        PURSUANT TO SECTION 12(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


                         Commission file number: 1-5740


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


               DELAWARE                                  95-2039518
(State of incorporation or organization)    (I.R.S. Employer Identification No.)


                            3050 EAST HILLCREST DRIVE
                       WESTLAKE VILLAGE, CALIFORNIA 91362
          (Address of principal executive offices, including Zip Code)


Securities to be withdrawn pursuant to Section 12(d) of the Securities Exchange
Act of 1934:

                     Title of each class to be so withdrawn:
                        COMMON STOCK, $0.66 2/3 PAR VALUE


          Name of each exchange on which each class is to be withdrawn:
                             AMERICAN STOCK EXCHANGE

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               Diodes Incorporated (the "Company") hereby applies to withdraw
the Common Stock, $0.66 2/3 par value, of the Company (the "Common Stock"), from
listing and registration on the American Stock Exchange ("AMEX"), pursuant to
Section 12(d) of the Securities Exchange Act of 1934, as amended, and Rule
12d2-2(d) promulgated thereunder.

               The Company has complied with Rule 18 promulgated by AMEX by
filing with AMEX a certified copy of the preambles and resolutions adopted by
the Company's Board of Directors authorizing the foregoing withdrawal and
setting forth in detail the reasons for such withdrawal and the facts in support
thereof. In authorizing the withdrawal, the Board of Directors considered (i)
the advantages to the Company and its stockholders of listing the Common Stock
for trading on the Nasdaq National Market ("Nasdaq") and (ii) the disadvantages
of maintaining dual listings of the Common Stock on both Nasdaq and AMEX. In
particular, the Board of Directors (i) determined that there was no advantage to
listing the Common Stock on both Nasdaq and AMEX, (ii) considered the costs of
maintaining the dual listing, and (iii) determined that the dual listing would
fragment the market for the Common Stock. A certified copy of the preambles and
resolutions adopted by the Board of Directors is attached as Exhibit A.

               Trading in the Common Stock on Nasdaq commenced at the opening of
business on June 19, 2000, and concurrently therewith trading in the Common
Stock on AMEX was suspended.

               AMEX has informed the Company that it has no objection to the
withdrawal of the Common Stock from listing and registration on AMEX. A copy of
the letter of AMEX to that effect is attached as Exhibit B.

               This Application relates solely to the withdrawal from listing
and registration of the Common Stock from AMEX and shall have no effect upon the
continued listing of the Common Stock on Nasdaq.


                                    SIGNATURE


               Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the Company has duly caused this Application to be signed
on its behalf by the undersigned thereto duly authorized.


Dated:  June 19, 2000

DIODES INCORPORATED

By: /s/ Carl Wertz
Carl Wertz,
Chief Financial Officer

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                                    EXHIBIT A


        WHEREAS, the Common Stock of this corporation is listed for trading on
        the American Stock Exchange ("AMEX"); and

        WHEREAS, it has been proposed to this Board of Directors that the Common
        Stock of this corporation be withdrawn from listing and resignation on
        AMEX and listed for trading on the Nasdaq National Market ("Nasdaq");
        and

        WHEREAS, it is deemed to be in the best interests of this corporation
        and its stockholders that the Common Stock of this corporation be listed
        for trading on Nasdaq to improve the price performance, price
        volatility, trading volume and liquidity of the Common Stock of this
        corporation by obtaining the increased sponsorship of market makers, and
        the increased investor awareness and the association with technology and
        growth companies afforded by Nasdaq; and

        WHEREAS, this Board of Directors (i) has determined that there is no
        advantage to listing the Common Stock of this corporation on both AMEX
        and Nasdaq, (ii) has considered the costs of maintaining the dual
        listing and (iii) has determined that the dual listing would fragment
        the market for the Common Stock; and

        WHEREAS, it is deemed to be in the best interests of this corporation
        and its stockholders that the Common Stock of this corporation be
        withdrawn from listing and registration on AMEX and listed for trading
        on Nasdaq;

        NOW, THEREFORE, BE IT RESOLVED: That each officer of this corporation
        hereby is authorized and directed by and on behalf of this corporation
        and in its name to execute and deliver such documents and to take such
        actions as such officer, in his sole and absolute discretion, may deem
        to be necessary or advisable to cause the Common Stock of this
        corporation to be withdrawn from listing and registration on AMEX and
        listed for trading on Nasdaq, including, but not limited to, preparing,
        executing on behalf of this corporation and filing applications pursuant
        to Section 12(d) of the Securities Exchange Act of 1934, as amended, and
        Rule 12d2-2(d) promulgated thereunder by the Securities and Exchange
        Commission and Rule 18 promulgated by AMEX.

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                                    EXHIBIT B

NASDAQ - AMEX
Douglas D. McKenney, CFA
Associate Director
Listing Qualifications
The American Stock Exchange

February 22, 2000

Mr. Carl Wertz
Chief Financial Officer
Diodes Incorporated
3050 Hillcrest Drive
Westlake, CA 91362

Dear Mr. Wertz

We have reviewed a copy of the resolutions adopted by the Board of Directors of
Diodes Incorporated on February 18, 2000 which authorizes the withdrawal of the
Company's Common Stock from listing and registration on the Exchange. On the
basis of those resolutions, we have determined not to impose an objection to
your filing an application with the Securities and Exchange Commission to remove
the issue from listing on the Amex. As provided by SEC rule 12d2-2, a copy of
this application should be sent to the attention of Jim Carkhuff at the
Exchange.

We also wish to advise that in view of the Company's pending listing on the
Nasdaq, we will not require the Company to give its stockholders prior notice of
its intention to file such an application.

Should you have further questions regarding this matter, please do not hesitate
to contact Mr. Carkhuff at 877.479.1855.

Very Truly Yours,

/s/ Douglas D. McKenney

FAX/FEDEX


The Nasdaq-Amex Market Group, an NASD Company 9801 Washingtonian Boulevard,
Gaithersburg, MD 20878