United States
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q


            [ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934
                For the quarterly period ended September 30, 2002

                                       Or

            [ ] Transition Report Pursuant to Section 13 or 15(d) of
                       the Securities Exchange Act of 1934
               For the transition period from _______ to ________.

                         Commission file number: 1-5740

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

                               Delaware 95-2039518
                (State or other jurisdiction of (I.R.S. Employer
              incorporation or organization) Identification Number)

                            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)


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.
Yes  X   No
   -----     --------------

The  number of shares of the  registrant's  Common  Stock,  $0.66 2/3 par value,
outstanding as of November 8, 2002 was 9,282,164,  including 1,075,672 shares of
treasury stock.



                         PART I - FINANCIAL INFORMATION

                   Item 1 - Consolidated Financial Statements


                      DIODES INCORPORATED AND SUBSIDIARIES
                      CONSOLIDATED CONDENSED BALANCE SHEET


                                     ASSETS




                                                                              December 31,           September 30,
                                                                                  2001                    2002
                                                                           -------------------     -------------------
                                                                                                      (Unaudited)
                                                                                                  
CURRENT ASSETS
     Cash and cash equivalents                                                  $   8,103,000           $   6,042,000
     Accounts receivable
         Customers                                                                 16,250,000              19,511,000
         Related parties                                                            1,486,000               3,718,000
                                                                           -------------------     -------------------
                                                                           -------------------     -------------------
                                                                                   17,736,000              23,229,000
         Less:  Allowance for doubtful receivables                                    343,000                 373,000
                                                                           -------------------     -------------------
                                                                                   17,393,000              22,856,000

     Inventories                                                                   17,813,000              16,864,000
     Deferred income taxes, current                                                 4,368,000               4,368,000
     Prepaid expenses, income taxes and other current assets                        1,266,000               2,518,000
                                                                           -------------------     -------------------
                                                                           -------------------     -------------------

                  Total current assets                                             48,943,000              52,648,000

PROPERTY, PLANT AND EQUIPMENT, at cost, net
    of accumulated depreciation and amortization                                   44,925,000              43,217,000

DEFERRED INCOME TAXES, non-current                                                  3,672,000               2,726,000

OTHER ASSETS
     Goodwill                                                                       5,090,000               5,090,000
     Other                                                                            628,000               1,044,000
                                                                           -------------------     -------------------

TOTAL ASSETS                                                                    $ 103,258,000           $ 104,725,000
                                                                           ===================     ===================



                 The accompanying notes are an integral part of
                          these financial statements.



                      DIODES INCORPORATED AND SUBSIDIARIES
                      CONSOLIDATED CONDENSED BALANCE SHEET

                      LIABILITIES AND STOCKHOLDERS' EQUITY




                                                                                December 31,           September 30,
                                                                                    2001                   2002
                                                                              ------------------     ------------------
                                                                                                        (Unaudited)
                                                                                                     
CURRENT LIABILITIES
     Line of credit                                                               $   6,503,000          $   1,874,000
     Accounts payable
         Trade                                                                        6,098,000              9,639,000
         Related parties                                                              3,149,000              3,263,000
     Accrued liabilities                                                              5,062,000              7,781,000
     Current portion of long-term debt
         Related party                                                                2,500,000              2,500,000
         Other                                                                        5,833,000              8,992,000
     Current portion of capital lease obligations                                            --                156,000
                                                                              ------------------     ------------------
                  Total current liabilities                                          29,145,000             34,205,000

LONG-TERM DEBT, net of current portion
         Related party                                                                7,500,000              6,875,000
         Other                                                                       13,664,000              3,566,000

CAPITAL LEASE OBLIGATIONS, net of current portion                                            --              2,530,000

MINORITY INTEREST IN JOINT VENTURE                                                    1,825,000              2,045,000

STOCKHOLDERS' EQUITY
     Class A convertible preferred stock - par value $1.00 per share;  1,000,000
         shares authorized;
         no shares issued and outstanding                                                    --                     --
     Common stock - par value $0.66 2/3 per share;
         30,000,000 shares authorized; 9,227,664 and 9,280,664
         shares issued at December 31, 2001
         and September 30, 2002, respectively                                         6,151,000              6,187,000
     Additional paid-in capital                                                       7,310,000              7,942,000
     Retained earnings                                                               39,882,000             43,420,000
                                                                              ------------------     ------------------
                                                                              ------------------     ------------------
                                                                                     53,343,000             57,549,000
     Less:
         Treasury stock - 1,075,672 shares of common stock, at cost                   1,782,000              1,782,000
         Accumulated other comprehensive loss                                           437,000                263,000
                                                                              ------------------     ------------------
                                                                                      2,219,000              2,045,000

                  Total stockholders' equity                                         51,124,000             55,504,000
                                                                              ------------------     ------------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                        $ 103,258,000          $ 104,725,000
                                                                              ==================     ==================


                 The accompanying notes are an integral part of
                          these financial statements.




                      DIODES INCORPORATED AND SUBSIDIARIES
                   CONSOLIDATED CONDENSED STATEMENTS OF INCOME
                                   (Unaudited)




                                                        Three Months Ended                            Nine Months Ended
                                                          September 30,                                 September 30,
                                               ----------------------------------------   ------------------------------------------
                                                   2001                    2002                 2001                   2002
                                               -----------------    -------------------   ------------------    --------------------

                                                                                                        
Net sales                                       $  22,698,000           $  30,287,000         $   69,447,000        $   87,157,000
Cost of goods sold                                 20,279,000              22,420,000             58,863,000            67,807,000
                                               -----------------    -------------------   ------------------    --------------------

     Gross profit                                   2,419,000               7,867,000             10,584,000            19,350,000

Research and development expenses                     141,000                 459,000                450,000             1,231,000
Selling, general and administrative
expenses                                            3,704,000               4,311,000             10,032,000            12,448,000
                                               -----------------    -------------------   ------------------    --------------------
     Total operating expenses                       3,845,000               4,770,000             10,482,000            13,679,000

     Income from operations                        (1,426,000)              3,097,000                102,000             5,671,000

Other income (expense)
     Interest income                                   80,000                   7,000                222,000                31,000
     Interest expense                                (592,000)               (288,000)            (1,903,000)             (926,000)
     Other                                             94,000                (195,000)               211,000               (69,000)
                                               -----------------    -------------------   ------------------    --------------------
                                                     (418,000)               (476,000)            (1,470,000)             (964,000)

Income (loss) before income taxes and
minority interest                                  (1,844,000)              2,621,000             (1,368,000)            4,707,000
Income tax benefit (provision)                      1,052,000                (771,000)             1,741,000              (949,000)
                                               -----------------    -------------------   ------------------    --------------------
                                               -----------------    -------------------   ------------------    --------------------

Income (loss) before minority interest               (792,000)              1,850,000                373,000             3,758,000

Minority interest in joint venture earnings           (55,000)                (83,000)              (174,000)             (219,000)
                                               -----------------    -------------------   ------------------    --------------------

Net income (loss)                               $    (847,000)          $   1,767,000         $      199,000        $    3,539,000
                                               =================    ===================   ==================    ====================

Earnings (loss) per share
     Basic                                      $       (0.10)          $        0.22         $         0.02        $         0.43
     Diluted                                    $       (0.10)          $        0.20         $         0.02        $         0.40
                                               =================    ===================   ==================    ====================

Weighted average shares outstanding
     Basic                                          8,147,902               8,190,887              8,142,333             8,177,506
     Diluted                                        8,815,581               8,862,272              8,928,711             8,834,311
                                               =================    ===================   ==================    ====================



                 The accompanying notes are an integral part of
                          these financial statements.



                      DIODES INCORPORATED AND SUBSIDIARIES
                 CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                                   (Unaudited)


                                                                                                 Nine Months Ended
                                                                                                   September 30,
                                                                                       ---------------------------------------
                                                                                             2001                 2002
                                                                                        -----------------    -----------------

                                                                                                      
CASH FLOWS FROM OPERATING ACTIVITIES
     Net income                                                                        $      199,000       $    3,539,000
     Adjustments to reconcile net income to net cash
provided by operating activities:
         Depreciation and amortization                                                      5,946,000            6,943,000
         Loss on disposal of property, plant and equipment                                         --               95,000
         Minority interest earnings                                                           174,000              219,000
     Changes in operating assets:
         Accounts receivable                                                               (1,034,000)          (5,463,000)
         Inventories                                                                       10,889,000              949,000
         Prepaid expenses, taxes and other assets                                          (3,110,000)            (722,000)
     Changes in operating liabilities:
         Accounts payable                                                                  (2,622,000)           3,655,000
         Accrued liabilities                                                               (2,286,000)           2,720,000
         Income taxes payable                                                              (1,370,000)                  --
                                                                                       -----------------    ------------------

              Net cash provided by operating activities                                     6,786,000           11,935,000
                                                                                       -----------------    ------------------

CASH FLOWS FROM INVESTING ACTIVITIES
     Purchase of property, plant and equipment                                             (7,143,000)          (2,645,000)
                                                                                       -----------------    ------------------

              Net cash used by investing activities                                        (7,143,000)          (2,645,000)
                                                                                       -----------------    ------------------

CASH FLOWS FROM FINANCING ACTIVITIES
     Repayments of line of credit, net                                                       (146,000)          (4,629,000)
     Proceeds from the issuance of capital stock                                              103,000              293,000
     Repayments of long-term obligations                                                   (1,503,000)          (7,564,000)
     Proceeds from majority shareholder contract reimbursement                                     --              375,000
     Other                                                                                    (42,000)             (14,000)
                                                                                       -----------------    ------------------

              Net cash used by financing activities                                        (1,588,000)         (11,539,000)
                                                                                       -----------------    ------------------

EFFECT OF EXCHANGE RATE ON CASH AND CASH EQUIVALENTS                                               --              188,000

DECREASE IN CASH                                                                           (1,945,000)          (2,061,000)

CASH AT BEGINNING OF PERIOD                                                                 4,476,000            8,103,000
                                                                                       -----------------    ------------------

CASH AT END OF PERIOD                                                                  $    2,531,000       $    6,042,000
                                                                                       =================    ==================

SUPPLEMENTAL  DISCLOSURE  OF CASH FLOW  INFORMATION  Cash paid during the period
     for:
        Interest                                                                       $    1,681,000       $      895,000
                                                                                       =================    ==================
        Income taxes                                                                   $    1,922,000       $           --
                                                                                       =================    ==================
     Non-cash acquisitions of property, plant and equipment                            $           --       $    2,785,000
                                                                                       =================    ==================
                 The accompanying notes are an integral part of
                          these financial statements.



                      DIODES INCORPORATED AND SUBSIDIARIES
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                   (Unaudited)

NOTE A - Basis of Presentation

                  The accompanying  unaudited  consolidated financial statements
have been prepared in accordance with accounting  principles  generally accepted
in the United States for interim financial information and with the instructions
to Form 10-Q. They do not include all information and footnotes  necessary for a
fair  presentation  of financial  position,  and results of operations  and cash
flows in conformity with accounting  principles generally accepted in the United
States  of  America  for  complete  financial  statements.   These  consolidated
condensed   financial   statements  should  be  read  in  conjunction  with  the
consolidated  financial  statements and related notes contained in the Company's
Annual Report on Form 10-K for the year ended  December 31, 2001. In the opinion
of management,  all adjustments  (consisting of normal recurring adjustments and
accruals)  considered  necessary  for a  fair  presentation  of the  results  of
operations for the period  presented  have been included in the interim  period.
Operating  results  for  the  nine  months  ended  September  30,  2002  are not
necessarily  indicative  of the results that may be expected for the year ending
December  31,  2002.  The  consolidated  financial  data at December 31, 2001 is
derived from  audited  financial  statements  included in the  Company's  Annual
Report on Form 10-K for the year ended December 31, 2001.

                  The  preparation  of financial  statements in conformity  with
accounting  principles  generally  accepted  in the  United  States  of  America
requires  management to make estimates and  assumptions  that affect the amounts
reported in the financial  statements  and  accompanying  notes.  Actual results
could differ from these estimates.

                  The consolidated  financial statements include the accounts of
Diodes-North  America and its wholly-owned foreign  subsidiaries,  Diodes Taiwan
Corporation.,  Ltd.  ("Diodes-Taiwan")  and Diodes-Hong Kong Ltd.  ("Diodes-Hong
Kong"), the accounts of Shanghai KaiHong Electronics Co., Ltd.  ("Diodes-China")
in which the Company has a 95%  interest,  and the accounts of its  wholly-owned
United States subsidiary,  FabTech Incorporated ("FabTech" or "Diodes-FabTech").
All significant intercompany balances and transactions have been eliminated.

NOTE B - Recently Issued Accounting Pronouncements

                  In  June  2001,  the  Financial   Accounting  Standards  Board
("FASB") issued Statements of Financial  Accounting  Standards ("SFAS") No. 141,
"Business  Combinations," and No. 142,  "Goodwill and Other Intangible  Assets,"
effective  for fiscal years  beginning  after  December 15, 2001.  Under the new
rules,  goodwill (and intangible assets deemed to have indefinite lives) will no
longer be amortized but will be subject to annual impairment tests in accordance
with the Statements.  Other intangible assets will continue to be amortized over
their useful lives.

                  The  Company  has  applied  the new  rules on  accounting  for
goodwill beginning in the first quarter of 2002. An independent appraiser, hired
by the Company, performed the first of the required impairment tests of goodwill
and indefinite lived intangible assets as of January 1, 2002, and has determined
that the  goodwill is fully  recoverable.  Application  of the  non-amortization
provisions of the Statements is expected to result in an increase in net income,
net of tax, of approximately $165,000 ($0.02 per share) per year.

                  The  following  tables  show the effect of SFAS No. 142 on net
income and earnings per share for the three and nine months ended  September 30,
2001 and 2002:



                                                                        Three Months Ended
                                                                           September 30,
                                                             ------------------------------------------
                                                                    2001                   2002
                                                             -------------------    -------------------

                                                                                   
      Reported net income (loss)                                    $  (847,000)         $  1,767,000
          Add:  Goodwill amortization, net of tax                        42,000                    --
                                                             -------------------    -------------------
           Adjusted net income (loss)                               $  (805,000)         $  1,767,000
                                                             ===================    ===================
       Diluted earnings per common share:
          Reported net income (loss)                                $     (0.10)         $       0.20
          Add:  Goodwill amortization, net of tax                   $      0.00                    --
                                                             -------------------    -------------------
          Adjusted diluted earnings per common share                $     (0.10)         $       0.20
                                                             ===================    ===================


                                                                         Nine Months Ended
                                                                           September 30,
                                                             ------------------------------------------
                                                                    2001                   2002
                                                             -------------------    -------------------

      Reported net income                                           $   199,000          $  3,539,000
          Add:  Goodwill amortization, net of tax                       126,000                    --
                                                             -------------------    -------------------
          Adjusted net income                                       $   325,000          $  3,539,000
                                                             ===================    ===================
      Diluted earnings per common share:
          Reported net income                                       $      0.02          $       0.40
          Add:  Goodwill amortization, net of tax                   $      0.02                    --
                                                             -------------------    -------------------
          Adjusted diluted earnings per common share                $      0.04          $       0.40
                                                             ===================    ===================



                  Also during  2001,  FASB issued SFAS No. 144  "Accounting  for
Impairment or Disposal of Long-Lived Assets",  and No. 143 "Accounting for Asset
Retirement  Obligations".  SFAS No. 144 is effective for fiscal years  beginning
after  December 15, 2001.  SFAS No. 143 is effective for fiscal years  beginning
after June 15,  2002.  Management  does not believe the adoption of SFAS 143 and
SFAS 144 will have material impact on the financial statements.

                  In April 2002,  the FASB issued SFAS No. 145,  "Rescission  of
FAS Nos. 4, 44, and 64,  Amendment of FAS 13, and  Technical  Corrections  as of
April 2002".  SFAS No. 145 rescinds SFAS No. 4, "Reporting Gains and Losses from
Extinguishment  of Debt",  and an  amendment  of that  Statement,  SFAS No.  64,
"Extinguishments of Debt Made to Satisfy Sinking-Fund Requirements" and excludes
extraordinary   item  treatment  for  gains  and  losses   associated  with  the
extinguishment of debt that do not meet the Accounting  Principles Board ("APB")
Opinion No. 30, "Reporting the Results of Operations -- Reporting the Effects of
Disposal of a Segment of a Business, and Extraordinary, Unusual and Infrequently
Occurring Events and Transactions" criteria.

                  In June 2002,  the FASB issued SFAS No. 146,  "Accounting  for
Costs  Associated  with Exit or  Disposal  Activities".  SFAS No. 146  addresses
financial  accounting and reporting for costs  associated  with exit or disposal
activities  and nullifies  Emerging  Issues Task Force  ("EITF") Issue No. 94-3,
"Liability Recognition for Certain Employee Termination Benefits and Other Costs
to Exit an Activity (including Certain Costs Incurred in a Restructuring)".

                  In October 2002, the FASB issued SFAS No. 147 "Acquisitions of
Certain Financial  Institutions--an  amendment of FASB Statements No. 72 and 144
and FASB Interpretation No. 9.

                  Management does not believe the adoption of SFAS 145, 146, and
147 will have material impact on the financial  statements.  NOTE C - Functional
Currencies, Comprehensive Loss and Foreign Currency Translation

                  Until June 30, 2001, the functional  currency of Diodes-Taiwan
was the U.S. dollar.  Effective July 1, 2001, the Company changed the functional
currency of Diodes-Taiwan  to the local currency in Taiwan.  As a result of this
change,  the  translation  of the  balance  sheet  and  statement  of  income of
Diodes-Taiwan  from the local  currency into the reporting  currency (US dollar)
results in translation adjustments.

                  The Company believes this reporting change most  appropriately
reflects the current  economic  facts and  circumstances  of the  operations  of
Diodes-Taiwan.  The Company  continues to use the U.S.  dollar as the functional
currency at Diodes-China  and Diodes-Hong  Kong, as  substantially  all monetary
transactions are made in that currency, and other significant economic facts and
circumstances  currently  support that position.  As these factors may change in
the future,  the Company will  periodically  assess its position with respect to
the functional currency of Diodes-China and Diodes-Hong Kong.

                  The Company has entered into an interest  rate swap  agreement
with a major U.S. bank which expires November 30, 2004, to hedge its exposure to
variability  in expected  future cash flows  resulting  from  interest rate risk
related to a portion of its long-term debt.

                  The effect of the $188,000 gain in translation adjustments and
$14,000 loss related to the interest rate swap agreement  results in a change in
accumulated other  comprehensive loss (income) of ($174,000) for the nine months
ended  September  30, 2002,  and is reflected on the balance sheet as a separate
component of shareholders' equity. There was no other comprehensive loss for the
nine months ended September 30, 2002.

NOTE D - Inventories

                  Inventories  are stated at the lower of cost or market  value.
Cost is determined principally by the first-in, first-out method.

                            December 31,         September 30,
                                2001                 2002
                           ----------------     ----------------
Finished goods                $ 12,030,000         $ 10,195,000
Work-in-progress                 1,848,000            1,730,000
Raw materials                    6,311,000            7,577,000
                           ----------------     ----------------
                                20,189,000           19,502,000
Less:  Reserves                 (2,376,000)          (2,638,000)
                           ----------------     ----------------
Net inventory                 $ 17,813,000         $ 16,864,000
                           ================     ================

NOTE E - Income Taxes

                  The  Company  accounts  for  income  taxes  using an asset and
liability  method.  Under this method,  deferred tax assets and  liabilities are
recognized for the tax effect of differences between the financial statement and
tax basis of assets and liabilities.  Accordingly, as of September 30, 2002, the
Company has recorded a net deferred  tax asset of $7.1  million  resulting  from
temporary  differences  in bases of assets and  liabilities.  This  deferred tax
asset results  primarily from inventory  reserves and certain expense  accruals,
which are not currently deductible for income tax purposes.

                  In  accordance  with  the  current  taxation  policies  of the
People's Republic of China,  Diodes-China was granted preferential tax treatment
for the years ended December 31, 1999 through 2003.  Earnings were subject to 0%
tax rates in 1999 and 2000.  Earnings in 2001,  2002 and 2003 are subject to tax
of 12% (one half the normal central  government  tax rate),  and at normal rates
thereafter.  Earnings of Diodes-China are also subject to tax of 3% by the local
taxing authority in Shanghai. The local taxing authority waived this tax in 2001
and in the first three  quarters of 2002, and current  indications  are that the
local tax will be waived for the remainder of 2002.

                  Earnings of Diodes-Taiwan  are currently subject to a tax rate
of 35%, which is comparable to the U.S. Federal tax rate for C corporations.

                  As  of  September  30,  2002,  accumulated  and  undistributed
earnings of  Diodes-China  are  approximately  $24.2 million.  Through March 31,
2002,  the Company had not recorded  deferred  Federal or state tax  liabilities
(estimated to be $8.9 million) on these  cumulative  earnings since the Company,
at that time,  considered this  investment to be permanent,  and had no plans or
obligation  to  distribute  all or part of that  amount from China to the United
States.  Beginning in April 2002,  under the direction of the Board, the Company
began to record deferred taxes on a portion of the 2002 earnings of Diodes-China
in preparation of a possible  dividend  distribution.  As of September 30, 2002,
the  Company  has  recorded   $630,000  in  deferred   taxes  and  has  made  no
distributions.

                  The  Company  is  evaluating  the need to  provide  additional
deferred  taxes for the future  earnings  of  Diodes-China  to the  extent  such
earnings may be appropriated for distribution to the Company's  corporate office
in  North  America,  and  as  further  investment  strategies  with  respect  to
Diodes-China   are   determined.   Should  the  Company's  North  American  cash
requirements  exceed  the cash that is  provided  through  the  domestic  credit
facilities,  cash can be  obtained  from  the  Company's  foreign  subsidiaries.
However,  the distribution of any unappropriated  funds to the U.S. will require
the  recording of income tax  provisions on the U.S.  entity,  thus reducing net
income.

NOTE F - Stock Options

                  During  the first  nine  months of 2002,  the  Company  issued
322,600 stock options to directors,  officers,  and key employees of the Company
at exercise  prices  between  $8.53 and $8.77 (equal to the closing price of the
Company's  Common  Stock on the date of grant).  Had  compensation  cost for the
options  granted in 2002 been  determined  consistent with SFAS 123, the Company
would have recorded  compensation expense in the amount of $278,000 for the nine
months ended  September 30, 2002. As of September 30, 2002,  the Company has not
adopted SFAS 123.

NOTE G - Geographic Segments

                  An  operating   segment  is  defined  as  a  component  of  an
enterprise  about which  separate  financial  information  is available  that is
evaluated  regularly by the chief decision  maker,  or decision making group, in
deciding how to allocate resources and in assessing  performance.  The Company's
chief  decision-making  group  consists  of the  President  and Chief  Executive
Officer,  Chief Financial  Officer,  Vice President of Sales and Marketing,  and
Vice President of Operations. The Company operates in a single segment, discrete
semiconductor  devices,  through  its  various  manufacturing  and  distribution
facilities.

                  The  Company's  operations  include  the  domestic  operations
(Diodes-North America and Diodes-FabTech)  located in the United States, and the
Far East  operations  (Diodes-Taiwan  located  in Taipei,  Taiwan;  Diodes-China
located in Shanghai,  China; and Diodes-Hong Kong located in Hong Kong,  China).
For reporting purposes, European operations,  which account for approximately 3%
of total sales, are consolidated into the domestic operations.

                  The accounting policies of the operating entities are the same
as those described in the summary of significant  accounting policies.  Revenues
are attributed to geographic areas based on the location of the market producing
the revenues.



                                                                                        Consolidated
       Three Months Ended                Far East             North America               Segments
                                      ----------------    -----------------------    --------------------
       September 30, 2002
                                                                               
Total sales                           $  23,056,000          $   18,833,000              $  41,889,000
Inter-company sales                     (10,052,000)             (1,550,000)               (11,602,000)
                                      ----------------    -----------------------    --------------------
    Net sales                         $  13,004,000          $   17,283,000              $  30,287,000

Assets                                $  57,686,000          $   47,039,000              $ 104,725,000
Deferred tax assets                   $     111,000          $    6,983,000              $   7,094,000
                                      ================    =======================    ====================

                                                                                        Consolidated
       Three Months Ended                Far East             North America               Segments
                                      ----------------    -----------------------    --------------------
       September 30, 2001
Total sales                           $  19,573,000          $   12,258,000              $  31,831,000
Inter-company sales                      (8,381,000)               (752,000)                (9,133,000)
                                      ----------------    -----------------------    --------------------
    Net sales                         $  11,192,000          $   11,506,000              $  22,698,000

Assets                                $  61,269,000          $   44,256,000              $ 105,525,000
Deferred tax assets                   $     128,000          $    7,167,000              $   7,295,000
                                      ================    =======================    ====================


                                                                                        Consolidated
       Nine Months Ended                 Far East             North America               Segments
                                      ----------------    -----------------------    --------------------
       September 30, 2002
Total sales                           $  69,049,000          $   51,098,000              $ 120,147,000
Inter-company sales                     (29,724,000)             (3,266,000)               (32,990,000)
                                      ----------------    -----------------------    --------------------
    Net sales                         $  39,325,000          $   47,832,000              $  87,157,000

Assets                                $  57,686,000          $   47,039,000              $ 104,725,000
Deferred tax assets                   $     111,000          $    6,983,000              $   7,094,000
                                      ================    =======================    ====================

                                                                                        Consolidated
       Nine Months Ended                 Far East             North America               Segments
                                      ----------------    -----------------------    --------------------
       September 30, 2001
Total sales                           $  52,554,000          $   41,402,000              $  93,956,000
Inter-company sales                     (21,980,000)             (2,529,000)               (24,509,000)
                                      ----------------    -----------------------    --------------------
    Net sales                         $  30,574,000          $   38,873,000              $  69,447,000

Assets                                $  61,269,000          $   44,256,000              $ 105,525,000
Deferred tax assets                   $     128,000          $    7,167,000              $   7,295,000
                                      ================    =======================    ====================


                  Item 2 - Management's Discussion and Analysis
                of Financial Condition and Results of Operations

                  Except for the historical  information  contained herein,  the
matters addressed in this Item 2 constitute "forward-looking  statements" within
the  meaning of Section  27A of the  Securities  Act of 1933,  as  amended,  and
Section  21E  of  the  Securities  Exchange  Act  of  1934,  as  amended.   Such
forward-looking  statements are subject to a variety of risks and uncertainties,
including  those  discussed below under the heading "Risk Factors" and elsewhere
in this Quarterly Report on Form 10-Q, that could cause actual results to differ
materially  from those  anticipated  by the  Company's  management.  The Private
Securities  Litigation  Reform Act of 1995 (the "Act")  provides  certain  "safe
harbor"  provisions  for   forward-looking   statements.   All   forward-looking
statements  made on this Quarterly  Report on Form 10-Q are made pursuant to the
Act.

General

                  Diodes Incorporated (the "Company"),  a Delaware  corporation,
is engaged in the manufacture,  sale and distribution of discrete semiconductors
worldwide,   primarily  to  manufacturers  in  the  communications,   computing,
industrial,  consumer electronics and automotive markets, and to distributors of
electronic  components to end customers in these  markets.  The Company's  broad
product   line   includes   high-density   diode   and   transistor   arrays  in
ultra-miniature  surface-mount  packages,  as well  as  silicon  wafers  used in
manufacturing   these  products.   Technologies   include  Schottky  diodes  and
rectifiers,  switching  diodes,  zener  diodes,  Transient  Voltage  Suppressors
(TVSs),  standard,  fast, ultra-fast and super-fast recovery rectifiers,  bridge
rectifiers, and small signal transistors and MOSFETs.

                  In  addition  to  the  Company's  corporate   headquarters  in
Westlake  Village,  California,  which provides sales,  marketing,  engineering,
logistics and  warehousing  functions,  the Company's  wholly-owned  subsidiary,
Diodes  Taiwan   Corporation,   Ltd.   ("Diodes-Taiwan"),   maintains  a  sales,
engineering and purchasing  facility in Taipei,  Taiwan.  The Company also has a
95%  interest in Shanghai  KaiHong  Electronics  Co.,  Ltd.  ("Diodes-China"  or
"KaiHong"),  a  manufacturing  facility  in  Shanghai,  China,  with  offices in
Shanghai and Shenzhen,  China. The Company recently opened a sales,  warehousing
and logistics  subsidiary in Hong Kong  ("Diodes-Hong  Kong").  In addition,  in
December 2000, the Company acquired FabTech  Incorporated  ("Diodes-FabTech"  or
"FabTech"),  a silicon wafer manufacturer located near Kansas City, Missouri. An
office in Toulouse, France supports the Company's European sales expansion.

                  Positioning  the Company to rapidly  respond to the demands of
the global  marketplace  and  continuing  to increase  research and  development
expenses,  the Company is focused on expanding its product portfolio and closely
controlling product quality and time-to-market.  Shifting development priorities
toward  specialized  configurations,  such as the Company's  high-density  array
devices,  the Company is  introducing  a range of new products  that improve the
trade-off  between size,  performance and power  consumption  for  surface-mount
packages,  such as the Company's  BAT750 Schottky  rectifier and SOT-523 product
lines.  These  product  lines are  designed  for  battery-powered  and  handheld
applications,  such as those used in the computer and communication  industries;
specifically, wireless devices, notebooks, flat panel displays, digital cameras,
mobile  handsets,  set top boxes,  as well as DC to DC conversion and automotive
electronic applications.

                  The Company's  most recent product  introduction  includes its
line  of 3 and 5 Amp  Powermite(R)3  Schottky  barrier  rectifiers,  which  uses
patented  packaging  technology  licensed  from  Microsemi,  Inc.,  and  will be
manufactured at the Company's state-of-the-art  facilities at Diodes-China.  The
Company's  Powermite(R)3  parts offer a significant  reduction in required board
space and superior thermal performance as compared to industry-standard  SMC and
D-Pak packages.  The Powermite(R)3 package has a very low profile of only 1.1mm,
which  allows  it to be used in many  portable  applications  in which the 2.3mm
profile of SMC and D-Pak is prohibitive.  In addition, the Powermite(R)3 package
requires  approximately  half  the  board  space  of the SMC and only 40% of the
D-Pak.  This  gives the  Powermite(R)3  package a high  Power  Density  value of
55mW/mm2,  which is over double the values for D-Pak or SMC. Target applications
include notebooks,  battery chargers,  GPS units, TFT-LCD panels,  quarter-brick
and half-brick power supplies.

                  Sales.  The  Company's  products  are sold  primarily in North
America and the Far East,  both  directly  to end users and  through  electronic
component  distributors.  In the third  quarter  of 2002,  57% of the  Company's
products were sold in North America,  while 40% were sold in the Far East and 3%
in Europe. This compares to 55%, 44% and 1% for the year 2001, respectively, and
54%, 46% and 0% for the year 2000,  respectively.  An increase in the percentage
of sales in the Far East is expected as the Company significantly  increases its
sales presence there and believes there is greater  potential to increase market
share in that region due to the expanding base of electronics manufacturers.

                  The  Company  sells  direct  to OEM  customers  as  well as to
distributors of electronic components.  In the third quarter of 2002, 71% of the
Company's sales were direct,  while 29% were to  distributors.  This compares to
68% and 32%, respectively, for the year 2001, and 52% and 48%, respectively, for
the year 2000.

                  As the  consolidation  of  electronic  component  distributors
continues,  the Company  anticipates  that a greater  portion of its distributor
sales will be to the larger  distributors,  and thus,  may result in lower gross
profit margins for this sales channel.

                  During the third  quarter the Company  hired a  representative
company in Japan to target the Japanese customer base. As Japanese manufacturing
moves to China,  the  Company  sees a higher  level of  openness  from the major
electronics  manufacturers in developing  alternative overseas sources of supply
that can meet logistics and local content requirements.  A sales organization in
Japan will  enable the  Company to provide  service  and design  support to this
large   potential   customer   base.   Given   the   strength   of   traditional
vendor-manufacturer  relationships in Japan, this is a longer-term strategy, but
a major opportunity for the Company.

                  Reporting  Segments.  For financial  reporting  purposes,  the
Company is deemed to engage in one industry  segment - discrete  semiconductors.
The Company has separated its  operations  into two  geographical  areas:  North
America  and the Far East.  North  America  includes  the  corporate  offices in
Southern  California  ("Diodes-North  America")  as well as the  wafer  foundry,
Diodes-FabTech,  located in Missouri. For reporting purposes, the North American
region includes  European sales as well,  which account for  approximately 3% of
total sales for the nine months ended September 30, 2002.  Diodes-North  America
procures  and  distributes  products  primarily  throughout  North  America  and
provides   management,   warehousing,   engineering  and  logistics   functions.
Diodes-FabTech  manufactures  silicon  wafers for sale to its customer  base, as
well as for use in  manufacturing  by  Diodes-China.  The Far East  includes the
operations of  Diodes-Taiwan,  Diodes-China and Diodes-Hong  Kong.  Diodes-China
manufactures   product  for,  and  sells  product  to,   Diodes-North   America,
Diodes-Taiwan  and  Diodes-Hong  Kong,  as well as  directly  to end  customers.
Diodes-Taiwan  procures product from, and sells product  primarily to, customers
in Taiwan, Korea and Singapore. Diodes-Hong Kong sells to customers primarily in
Hong Kong and China.

                  LSC.  Lite-On  Semiconductor   Corporation  ("LSC"),  formerly
Lite-On Power  Semiconductor  Corporation  ("LPSC"),  is the  Company's  largest
stockholder,  holding  approximately  37.4% of the outstanding  shares. LSC is a
member of The  Lite-On  Group of  companies.  The  Lite-On  Group,  a  Taiwanese
consortium  with  worldwide  sales of  approximately  $4  billion,  is a leading
manufacturer of power  semiconductors,  computer  peripherals and  communication
products.  C.H. Chen, the Company's  President and Chief Executive  Officer,  is
also Vice Chairman of LSC.

                  For the third quarter of 2002, the Company sold silicon wafers
to LSC  totaling  13.5% (7.7% in 2001) of the  Company's  sales,  making LSC the
Company's largest customer.  Also for the third quarter of 2002, 11.1% (15.2% in
2001) of the Company's sales were from discrete semiconductor products purchased
from LSC, making LSC the Company's largest outside vendor. All such transactions
are on terms no less  favorable  to the  Company  than  could be  obtained  from
unaffiliated third parties.

                  In addition,  in December 2000, the Company  acquired  FabTech
from LSC. As part of the  purchase  price,  at September  30, 2002,  LSC holds a
subordinated,   interest-bearing   note  for  approximately  $9.4  million.   In
connection with the terms of the acquisition, LSC entered into a volume purchase
agreement to purchase  wafers from FabTech.  LSC is currently in compliance with
the terms of the wafer purchase agreement.

                  As per the terms of the stock purchase agreement,  the Company
has  entered  into  several  management  incentive  agreements  with  members of
FabTech's  management.  The agreements  provide members of FabTech's  management
guaranteed  annual  payments as well as  contingent  bonuses based on the annual
profitability of FabTech, subject to a maximum annual amount. Any portion of the
guaranteed and contingent liability paid by FabTech will be reimbursed by LSC.

                  In June 2001, as per the Company's  U.S. bank  covenants,  the
Company was not  permitted to make  regularly  scheduled  principal and interest
payments to LSC on the remaining  $10.0 million  payable  related to the FabTech
acquisition  note, but was,  however,  able to renegotiate with LSC the terms of
the note. Again, in May 2002, the Company  renegotiated the terms of the note to
extend the payment period from two years to four years, and therefore,  payments
of approximately $208,000 plus interest began in July 2002.

                  Manufacturing and Significant  Vendors. The Company's Far East
manufacturing subsidiary, Diodes-China,  manufactures product for sale primarily
to North America and Asia.  Diodes-China's  manufacturing  focuses on SOT-23 and
SOD-123 products,  as well as sub-miniature  packages such as SOT-363,  SOT-563,
and SC-75. These surface-mount  devices ("SMD") are much smaller in size and are
used  primarily  in the  computer  and  communication  industries,  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-China's  state-of-the-art  facilities  have been designed to develop even
smaller,  higher-density  products as the electronic industry trends to portable
and hand-held devices continue.  Diodes-China purchases a portion of its silicon
wafers for its manufacturing process from Diodes-FabTech,  although the majority
are currently purchased from other wafer vendors.  The Company plans to increase
the number of Diodes-FabTech wafers used at Diodes-China

                  Since 1997,  the Company's  manufacturing  focus has primarily
been in the development and expansion of Diodes-China.  To date, the Company and
its 5% minority  partner have  increased  property,  plant and  equipment at the
Mainland China facility to approximately $49.3 million.  The equipment expansion
allows for the manufacturing of additional SOT-23 packaged components as well as
other  surface-mount  packaging,  including the smaller SOD  packages,  and even
smaller packaging such as SOT-523.

                  All of the  products  sold  by the  Company,  as  well  as the
materials  used by the Company in its  manufacturing  operations,  are available
both domestically and abroad.  The three largest external  suppliers of products
to the Company were LSC and two other non-related vendors. For the third quarter
ended  September  30, 2002,  sales of products  manufactured  by LSC and the two
other largest vendors were approximately  11.1% (15.2% in 2001) and 14.3% (10.0%
in 2001), respectively, while 35.2% (27% in 2001) and 29.4% (15.0% in 2001) were
manufactured  by  Diodes-China  and  Diodes-FabTech,   respectively.   No  other
manufacturer  of  discrete  semiconductors  accounted  for  more  than 5% of the
Company's sales in 2002 and 2001.

                  The  Company  will  continue  its  strategic  plan of locating
alternate sources of its products and raw materials, including those provided by
its major suppliers.  The Company anticipates that the effect of the loss of any
one of its major  suppliers  would  not have a  material  adverse  effect on the
Company's  operations,  provided that alternate  sources remain  available.  The
Company continually  evaluates alternative sources of its products to assure its
ability to deliver high-quality, cost-effective products.

                  Diodes-FabTech.  Acquired by the Company  from LSC on December
1,  2000,  FabTech's  wafer  foundry  is  located  in  Lee's  Summit,  Missouri.
Diodes-FabTech  manufactures  primarily  5-inch  silicon  wafers,  which are the
building blocks for semiconductors. Diodes-FabTech has full foundry capabilities
including processes such as silicon epitaxy, silicon oxidation, photolithography
and etching,  ion implantation  and diffusion,  low pressure and plasma enhanced
chemical vapor  deposition,  sputtered and evaporated  metal  deposition,  wafer
backgrinding, and wafer probe and ink.

                  Diodes-FabTech  purchases polished silicon wafers, and then by
using  various  technologies,  in  conjunction  with many  chemicals  and gases,
fabricates  several  layers on the  wafers,  including  epitaxial  silicon,  ion
implants,  dielectrics,  and metals, with various patterns. Depending upon these
layers and the die size (which is determined during the photolithography process
and  completed  at the  customer's  packaging  site where the wafer is sawn into
square or rectangular  die),  different  types of wafers with various  currents,
voltages, and switching speeds are produced.

                  Income Taxes. In accordance with the current taxation policies
of the People's  Republic of China,  Diodes-China  was granted  preferential tax
treatment  for the years ended  December 31, 1999 through  2003.  Earnings  were
subject to 0% tax rates in 1999 and 2000.  Earnings  in 2001,  2002 and 2003 are
subject to tax of 12% (one half the normal central  government tax rate), and at
normal rates thereafter.  Earnings of Diodes-China are also subject to tax of 3%
by the local taxing  authority in Shanghai.  The local taxing  authority  waived
this  tax in  2001  and  in the  first  three  quarters  of  2002,  and  current
indications are that the local tax will be waived for the remainder of 2002.

                  As  of  September  30,  2002,  accumulated  and  undistributed
earnings of  Diodes-China  are  approximately  $24.2 million.  Through March 31,
2002,  the Company had not recorded  deferred  Federal or state tax  liabilities
(estimated to be $8.9 million) on these  cumulative  earnings  since the Company
considered  this  investment to be permanent,  and had no plans or obligation to
distribute all or part of that amount from China to the United States. Beginning
in April 2002,  the Company began to record  deferred  taxes on a portion of the
2002  earnings  of  Diodes-China.  As of  September  30,  2002,  the Company has
recorded $630,000 in deferred taxes.

                  The  Company  is  evaluating  the need to  provide  additional
deferred  taxes for the future  earnings  of  Diodes-China  to the  extent  such
earnings may be appropriated  for distribution to Diodes-North  America,  and as
further  investment  strategies  with respect to  Diodes-China  are  determined.
Should the Company's  North American cash  requirements  exceed the cash that is
provided through the domestic credit  facilities,  cash can be obtained from the
Company's foreign subsidiaries.  However, the distribution of any unappropriated
funds to the U.S.  will require the  recording of income tax  provisions  on the
U.S. entity, thus reducing net income.

                  Earnings of Diodes-Taiwan  are currently subject to a tax rate
of 35%, which is comparable to the U.S. Federal tax rate for C corporations.

    Results of Operations for the Three Months Ended September 30, 2001 and 2002

                  The following table sets forth, for the periods indicated, the
percentage  that certain  items in the statement of income bear to net sales and
the percentage dollar increase (decrease) of such items from period to period.



                                                                                       Percentage Dollar
                                                 Percent of Net Sales                 Increase (Decrease)
                                           Three Months Ended September 30,
                                        ---------------------------------------       ---------------------
                                               2001                2002                    `01 to `02
                                        ------------------- -------------------       ---------------------

                                                                                       
Net sales                                      100.0 %             100.0 %                      33.4 %

Cost of goods sold                             (89.3)              (74.0)                      (10.6)
                                        ------------------- -------------------       ---------------------

Gross profit                                    10.7                26.0                       225.2

Operating expenses                             (16.9)              (15.7)                      (24.1)
                                        ------------------- -------------------       ---------------------

Income from operations                          (6.2)               10.3                       317.2

Interest expense, net                           (2.3)               (0.9)                      (45.1)

Other income                                     0.4                (0.6)                     (307.4)
                                        ------------------- -------------------       ---------------------

Income before taxes and minority                (8.0)                8.8                       242.2

Income taxes                                     4.6                (2.5)                      173.3
                                        ------------------- -------------------       ---------------------
                                        ------------------- -------------------       ---------------------

Income before minority interest                 (3.4)                6.3                       333.7
Minority interest                               (0.2)               (0.3)                       50.9
                                        ------------------- -------------------       ---------------------

Net income                                      (3.6)                6.0                       308.7
                                        =================== ===================       =====================


                  The  following  discussion  explains  in  greater  detail  the
consolidated  operating  results and financial  condition of the Company for the
three  months  ended  September  30,  2002  compared to the three  months  ended
September  30, 2001.  This  discussion  should be read in  conjunction  with the
consolidated  financial statements and notes thereto appearing elsewhere in this
quarterly report.
                                                  2001                  2002
                                                  ----                  ----
Net Sales                                     $ 22,698,000          $ 30,287,000
- ---------

                  Net sales increased  approximately $7.6 million, or 33.4%, for
the three months  ended  September  30,  2002,  compared to the same period last
year,  due primarily to a 18.9%  increase in units sold as a result of increased
demand, primarily in North America. The Company's average selling prices ("ASP")
for discrete  devices  decreased  approximately  2.3% from the same  three-month
period last year, but increased 1.0% from the second quarter of 2002.  ASP's for
wafer  products  increased  14.9% from the same period last year,  and increased
0.4% from the second quarter of 2002.


                                                  2001                  2002
                                                  ----                  ----
Cost of Goods Sold                            $ 20,279,000          $ 22,420,000
- ------------------
Gross Profit                                  $  2,419,000          $  7,867,000
- ------------
Gross Profit Margin Percentage                   10.7%                 26.0%
- ------------------------------

                  Cost of goods sold increased  approximately  $2.1 million,  or
10.6%,  for the three months ended  September  30, 2002 compared to the year ago
period, due primarily to increased sales volumes. As a percent of sales, cost of
goods sold decreased from 89.3% for the three months ended September 30, 2001 to
74.0%  for the three  months  ended  September  30,  2002 due to higher  factory
utilizations.  Gross profit increased approximately $5.4 million, or 225.2%, for
the three months ended  September 30, 2002  compared to the year ago period.  Of
the $5.4  million  increase,  approximately  $0.8  million  was due to the 33.4%
increase in sales,  while $4.6  million was due to the  increase in gross margin
percentage  from 10.7% to 26.0%.  The higher  gross  margin  percentage  was due
primarily to  increased  capacity  utilization,  cost  containment  and sales of
higher margin products.  For the third quarter of 2002,  Diodes-China's  average
capacity  utilization  was  approximately  88%,  up from 80% last  quarter,  and
Diodes-FabTech had improved to approximately 83% from 73% last quarter.


                                                 2001                  2002
                                                 ----                  ----
Total Operating Expenses                     $ 3,845,000           $ 4,770,000
- ------------------------

                  Operating   expenses,   which   include   selling,    general,
administrative  expenses ("SG&A") and research and development expenses ("R&D"),
for the three months  ended  September  30, 2002  increased  approximately  $0.9
million,  or 24.1%,  compared  to the same period last year,  due  primarily  to
increased  selling expenses,  commissions and incentives,  insurance costs and a
$0.3 million increase in R&D. The Company  anticipates its R&D expenditures will
increase,  both in absolute dollars and as a percentage of sales, as part of its
strategy to develop more proprietary  products aimed at improving gross margins.
SG&A, as a percentage of sales,  decreased to 14.2% from 16.3% in the comparable
period  last  year,  while R&D  increased  to 1.5%  from  0.6% of  sales.  Total
operating expenses,  as a percentage of sales,  decreased to 15.7% from 16.9% in
the comparable period last year.


                                               2001                  2002
                                               ----                  ----
Interest Income                             $  80,000             $  7,000
- ---------------
Interest Expense                            $ 592,000             $ 288,000
- ----------------
Net Interest Expense                        $ 512,000             $ 281,000
- --------------------

                  Net interest  expense for the three months ended September 30,
2002  decreased  approximately  $0.2 million versus the third quarter last year,
due primarily to a reduction in the Company's total debt of approximately  $13.2
million  from the same  period  last year.  The  Company's  interest  expense is
primarily  the  result  of the  Company's  borrowings  to  finance  the  FabTech
acquisition,  as  well  as the  investment  and  expansion  in the  Diodes-China
manufacturing facility.


                                                 2001                  2002
                                                 ----                  ----
Other Income                                   $ 94,000            $ (195,000)
- ------------

                  Other  income for the three months  ended  September  30, 2002
decreased  from an income of $94,000 in the third  quarter of 2001 to an expense
of $195,000.  The increase in expense is due primarily to (i) the discontinuance
of $165,000 of income  Diodes-FabTech  was receiving from an external  company's
use of their testing facilities,  and (ii) a $131,000 severance payment as per a
separation agreement.


                                                  2001                  2002
                                                  ----                  ----
Income Tax Benefit (Provision)                $ 1,052,000           $ (771,000)
- ------------------------------

                  Income taxes increased from a tax benefit in the third quarter
of 2001 to a tax  provision  in the third  quarter  of 2002,  due  primarily  to
positive earnings at Diodes-FabTech. Included in the tax provision for the three
months ended  September  30, 2002 is $270,000 in deferred  taxes  recorded for a
portion of the 2002 earnings at Diodes-China.


                                                 2001                  2002
                                                 ----                  ----
Minority Interest in Joint Venture             $ 55,000              $ 83,000
- ----------------------------------

                  Minority  interest in joint  venture  represents  the minority
investor's share of the Diodes-China  joint venture's income for the period. The
increase in the joint venture  earnings for the three months ended September 30,
2002  is  primarily  the  result  of  increased  capacity  utilization  and  the
associated increase in gross margins. The joint venture investment is eliminated
in consolidation of the Company's  financial  statements,  and the activities of
Diodes-China are included  therein.  As of September 30, 2002, the Company had a
95% controlling interest in the joint venture.


     Results of Operations for the Nine Months Ended September 30, 2001 and 2002

                  The following table sets forth, for the periods indicated, the
percentage  that certain  items in the statement of income bear to net sales and
the percentage dollar increase (decrease) of such items from period to period.



                                                                                       Percentage Dollar
                                                 Percent of Net Sales                 Increase (Decrease)
                                           Nine Months Ended September 30,
                                        ---------------------------------------       ---------------------
                                               2001                2002                    `01 to `02
                                        ------------------- -------------------       ---------------------

                                                                                       
Net sales                                      100.0 %             100.0 %                      25.5 %

Cost of goods sold                             (84.8)              (77.8)                      (15.2)
                                        ------------------- -------------------       ---------------------

Gross profit                                    15.2                22.2                        82.8

Operating expenses                             (15.1)              (15.7)                       30.5
                                        ------------------- -------------------       ---------------------

Income from operations                           0.1                 6.5                     5,459.8

Interest expense, net                           (2.4)               (1.0)                      (46.8)

Other income                                     0.3                (0.1)                     (132.7)
                                        ------------------- -------------------       ---------------------

Income before taxes and minority                (2.0)                5.4                       444.1

Income taxes                                     2.5                (1.1)                      154.5
                                        ------------------- -------------------       ---------------------
                                        ------------------- -------------------       ---------------------

Income before minority interest                  0.5                 4.3                       907.5
Minority interest                               (0.3)               (0.3)                       25.9
                                        ------------------- -------------------       ---------------------

Net income                                       0.2                 4.0                     1,678.4
                                        =================== ===================       =====================


                  The  following  discussion  explains  in  greater  detail  the
consolidated  operating  results and financial  condition of the Company for the
nine months ended September 30, 2002 compared to the nine months ended September
30, 2001. This discussion  should be read in conjunction  with the  consolidated
financial  statements  and notes thereto  appearing  elsewhere in this quarterly
report.


                                               2001                  2002
                                               ----                  ----
Net Sales                                  $ 69,447,000          $ 87,157,000
- ---------

                  Net sales increased approximately $17.7 million, or 25.5%, for
the nine months ended September 30, 2002, compared to the same period last year,
due  primarily to a 26.8%  increase in units sold.  For the first nine months of
2002,  ASP's for discrete devices  decreased  approximately  9.7%,  primarily in
North America. ASP's for wafer products decreased 4.7% from the same period last
year.

                                                 2001                  2002
                                                 ----                  ----
Cost of Goods Sold                           $ 58,863,000          $ 67,807,000
- ------------------
Gross Profit                                 $ 10,584,000          $ 19,350,000
- ------------
Gross Profit Margin Percentage                  15.2%                 22.2%
- ------------------------------

                  Cost of goods sold increased  approximately  $8.9 million,  or
15.2%,  for the nine months ended  September  30, 2002  compared to the year ago
period, due primarily to increased sales volumes. As a percent of sales, cost of
goods sold decreased from 84.8% for the nine months ended  September 30, 2001 to
77.8%  for the nine  months  ended  September  30,  2002 due to  higher  factory
utilizations.  Gross profit increased  approximately $8.8 million, or 82.8%, for
the nine months ended September 30, 2002 compared to the year ago period. Of the
$8.8 million increase,  approximately $2.7 million was due to the 25.5% increase
in sales,  while $6.1 million was due to the increase in gross margin percentage
from 15.2% to 22.2%.  The higher gross margin  percentage  was due  primarily to
increased  capacity  utilization,  cost  containment  and sales of higher margin
products.


                                                2001                  2002
                                                ----                  ----
Total Operating Expenses                    $ 10,482,000          $ 13,679,000
- ------------------------

                  Operating  expenses,  including  SG&A  and  R&D,  for the nine
months ended September 30, 2002 increased  approximately $3.2 million, or 30.5%,
compared  to the same  period  last  year due  primarily  to  increased  selling
expenses,  commissions  and  incentives,  insurance  costs  and a  $0.8  million
increase in R&D. The Company  anticipates  its R&D  expenditures  will increase,
both in absolute dollars and as a percentage of sales.  SG&A, as a percentage of
sales,  decreased to 14.3% from 14.4% in the comparable  period last year, while
R&D  increased  to 1.4% from  0.6% of  sales.  Total  operating  expenses,  as a
percentage of sales, increased to 15.7% from 15.1% in the comparable period last
year.


                                                 2001                  2002
                                                 ----                  ----
Interest Income                               $ 222,000              $ 31,000
Interest Expense                             $ 1,903,000            $ 926,000
                                              -----------            ---------
Net Interest Expense                         $ 1,681,000            $ 895,000

                  Net interest  expense for the nine months ended  September 30,
2002 decreased  approximately $0.8 million versus the same period last year, due
primarily to a reduction in the Company's  total debt.  The  Company's  interest
expense is  primarily  the result of the  Company's  borrowings  to finance  the
FabTech acquisition, as well as the investment and expansion in the Diodes-China
manufacturing facility.

                                                 2001                  2002
                                                 ----                  ----
Other Income                                  $ 211,000             $ (69,000)
- ------------

                  Other  income for the nine  months  ended  September  30, 2002
decreased  from an income of $211,000  for the same period in 2001 to an expense
of $69,000.  The increase in expense is due primarily to (i) the  discontinuance
of $165,000 of income  Diodes-FabTech  was receiving from an external  company's
use of their testing facilities,  and (ii) a $131,000 severance payment as per a
separation agreement.

                                                   2001                  2002
                                                   ----                  ----
Income Tax Benefit (Provision)                 $ 1,741,000           $ (949,000)
- ------------------------------

                  Income taxes  increased  from a tax benefit for the first nine
months  of 2001 to a tax  provision  for the  first  nine  months  of 2002,  due
primarily to positive earnings at Diodes-FabTech.  Included in the tax provision
for the nine months ended  September 30, 2002 is $0.6 million in deferred  taxes
recorded  in  the  second  quarter  for  a  portion  of  the  2002  earnings  at
Diodes-China.


                                                  2001                  2002
                                                  ----                  ----
Minority Interest in Joint Venture             $ 174,000             $ 219,000
- ----------------------------------

                  Minority  interest in joint  venture  represents  the minority
investor's share of the Diodes-China  joint venture's income for the period. The
increase in the joint venture  earnings for the nine months ended  September 30,
2002,  is  primarily  the  result  of  increased  capacity  utilization  and the
associated increase in gross margins. The joint venture investment is eliminated
in consolidation of the Company's  financial  statements,  and the activities of
Diodes-China are included  therein.  As of September 30, 2002, the Company had a
95% controlling interest in the joint venture.

Financial Condition

         Liquidity and Capital Resources

                  At   September   30,  2002  the  Company  had  cash  and  cash
equivalents  totaling  $6.0 million,  a $2.1 million  decrease from December 31,
2001, primarily as a result of the Company reducing its bank loan balances. Cash
provided by operating  activities  for the nine months ended  September 30, 2002
was $11.9  million  compared to $6.8  million  for the same period in 2001.  The
primary  sources  of cash  flows from  operating  activities  for the first nine
months  of 2002  were $6.9  million  in  depreciation  and  amortization  and an
increase in accounts payable of $3.7 million, while in 2001, the primary sources
were a $10.9 million reduction in inventory and $5.9 million in depreciation and
amortization.

                  The primary use of cash flows from  operating  activities  for
the first nine months of 2002 was an increase  in  accounts  receivable  of $5.5
million,  while the primary use of cash flows from operating  activities in 2001
was a $3.1  million  increase  in  prepaid  expenses,  taxes and  other  assets.
Accounts  receivable days were 68 days at September 30, 2002,  compared to 61 at
December 31, 2001.

                  Inventory  turns at September 30, 2002 were 5.4 times compared
to 5.1 times at December 31, 2001. The ratio of the Company's  current assets to
current liabilities was 1.5 at September 30, 2002 and 1.7 at December 31, 2001.

                  Cash used by  investing  activities  for the nine months ended
September  30, 2002 was $2.6 million,  compared to $7.1 million  during the same
period  in  2001.  The  primary  investment  in both  years  was for  additional
manufacturing equipment at the Diodes-China manufacturing facility.

                  On December 1, 2000, the Company purchased all the outstanding
capital stock of FabTech  Incorporated,  a 5-inch wafer foundry located in Lee's
Summit,  Missouri from Lite-On Semiconductor  Corporation ("LSC"), the Company's
largest  stockholder.  The acquisition purchase price consisted of approximately
$6.0  million in cash and an  earn-out of up to $30.0  million if FabTech  meets
specified  yearly earnings  targets over a four-year  period (for the year 2001,
these earnings targets were not met, and,  therefore,  no earn-out was paid). In
addition,  FabTech was  obligated to repay an aggregate of  approximately  $19.2
million in debt,  consisting of (i) approximately  $13.6 million note payable to
LSC,  (ii)  approximately  $2.6 million  note payable to the Company,  and (iii)
approximately $3.0 million note payable to a financial  institution (this amount
was repaid on December 4, 2000 with the  proceeds of a capital  contribution  by
the Company).  The acquisition  was financed  internally and through bank credit
facilities.

                  In June 2001, as per the Company's  U.S. bank  covenants,  the
Company was not  permitted to make  regularly  scheduled  principal and interest
payments to LSC on the remaining  $10.0 million  payable  related to the FabTech
acquisition  note, but was,  however,  able to renegotiate with LSC the terms of
the note. Again, in May 2002, the Company  renegotiated the terms of the note to
extend the payment period from two years to four years, and therefore,  payments
of approximately $208,000 plus interest began in July 2002.

                  Cash used by financing  activities  was $11.5  million for the
nine months ended  September 30, 2002, as the Company  reduced its overall debt,
compared to cash used by financing activities of $1.6 million in the same period
of 2001. In 2002, the Company  increased its credit  facility  maximum limits to
$46.3 million,  encompassing  one major U.S. bank, three banks in Mainland China
and three banks in Taiwan. As of September 30, 2002, the total credit facilities
were $15.8  million,  $25.0  million,  and $4.1 million,  for the U.S.  facility
secured by substantially all assets, the unsecured Chinese  facilities,  and the
unsecured  Taiwanese  facilities,  respectively.  As of September 30, 2002,  the
available credit was $6.5 million, $22.0 million, and $3.1 million, for the U.S.
facility, the Chinese facilities, and the Taiwanese facilities, respectively.

                  The agreements have certain covenants and restrictions, which,
among other matters,  require the  maintenance of certain  financial  ratios and
operating  results,  as defined in the  agreements,  and prohibit the payment of
dividends.  As of September  30, 2002,  the Company was in  compliance  with the
covenants.

                  The Company has used its credit  facilities  primarily to fund
the expansion at  Diodes-China  and for the FabTech  acquisition,  as well as to
support its operations.  The Company believes that the continued availability of
these credit  facilities,  together with  internally  generated  funds,  will be
sufficient   to  meet  the  Company's   current   foreseeable   operating   cash
requirements.

                  The Company has entered into an interest  rate swap  agreement
with a major U.S. bank which expires November 30, 2004, to hedge its exposure to
variability  in expected  future cash flows  resulting  from  interest rate risk
related to a portion of its  long-term  debt.  The interest  rate under the swap
agreement is fixed at 6.8% and is based on the notional  amount,  which was $5.6
million at September 30, 2002. The swap contract is inversely  correlated to the
related hedged  long-term debt and is,  therefore,  considered an effective cash
flow hedge of the underlying  long-term debt. The level of  effectiveness of the
hedge is  measured by the  changes in the market  value of the hedged  long-term
debt resulting from fluctuation in interest rates.  During fiscal 2001, variable
interest  rates  decreased  resulting  in an  interest  rate swap  liability  of
$147,000 as of December 31, 2001. As of September 30, 2002,  the swap  liability
was $172,000.  As a matter of policy, the Company does not enter into derivative
transactions for trading or speculative purposes.

                  Total working capital  decreased  approximately  6.8% to $18.4
million as of September  30, 2002,  from $19.8  million as of December 31, 2001.
The Company  believes that such working capital  position will be sufficient for
foreseeable  operations and growth  opportunities.  The Company's  total debt to
equity ratio  decreased to 0.89 at September 30, 2002, from 1.02 at December 31,
2001. It is anticipated  that this ratio may increase should the Company use its
credit  facilities to fund  additional  inventory  sourcing  opportunities.  The
Company has no material plans or commitments for capital expenditures other than
in  connection  with  manufacturing  expansion at  Diodes-China,  Diodes-FabTech
equipment  requirements,  and  the  Company's  implementation  of an  Enterprise
Resource Planning ("ERP") software package.  However, to ensure that the Company
can secure reliable and cost effective  inventory sourcing to support and better
position itself for growth,  the Company is continuously  evaluating  additional
internal  manufacturing  expansion,  as well as  additional  outside  sources of
products.  The Company believes its financial  position will provide  sufficient
funds should an appropriate  investment  opportunity arise and, thereby,  assist
the Company in improving customer  satisfaction and in maintaining or increasing
market share.  Based upon plans for new product  introductions,  product  mixes,
capacity restraints on certain product lines and equipment upgrades, the Company
expects that year 2002 capital  expenditures  for its  manufacturing  facilities
will run approximately  $4.0 to $6.0 million,  with an additional  approximately
$1.0 million for the ERP project.

Critical Accounting Policies

                  The Company's significant accounting policies are described in
Note 1 to the financial  statements  included in Item 14 of the Annual Report on
Form 10-K,  filed with the SEC for the year ended December 31, 2001. The Company
believes its most critical  accounting  policies include inventory  obsolescence
reserves,   allowance  for  doubtful  accounts,   accounting  for  goodwill  and
accounting for income taxes.

                  The $2.6 million estimate for inventory  obsolescence reserves
is developed using inventory aging reports for finished goods,  work-in-progress
and  raw  materials,  combined  with  historical  usage,  forecasted  usage  and
inventory  shelf-life.  As trends in these  variables  change,  the  percentages
applied to the inventory aging categories are updated.

                  The $373,000  estimate of allowance  for doubtful  accounts is
comprised  of two parts,  a specific  account  analysis  and a general  reserve.
Accounts  where  specific  information  indicates a potential loss may exist are
reviewed and a specific  reserve against amounts due is recorded.  As additional
information  becomes  available  such  specific  account  reserves  are updated.
Additionally,  a general  reserve is applied  to the aging  categories  based on
historical  collection  and  write-off  experience.   As  trends  in  historical
collection and write-offs change,  the percentages  applied against the accounts
receivable aging categories are updated.

                  The  Company  has  applied  the new  rules on  accounting  for
goodwill beginning in the first quarter of 2002. An independent appraiser, hired
by the Company, performed the first of the required impairment tests of goodwill
and indefinite lived intangible assets as of January 1, 2002, and has determined
that the goodwill is fully  recoverable.  Similar  analysis will be performed at
least annually.

                  As  of  September  30,  2002,  accumulated  and  undistributed
earnings of  Diodes-China  are  approximately  $24.2 million.  Through March 31,
2002,  the Company had not recorded  deferred  Federal or state tax  liabilities
(estimated to be $8.9 million) on these  cumulative  earnings  since the Company
considered  this  investment  to be permanent,  and had no plans,  obligation to
distribute all or part of that amount from China to the United States. Beginning
in April 2002,  the Company began to record  deferred  taxes on a portion of the
2002  earnings  of  Diodes-China.  As of  September  30,  2002,  the Company has
recorded $630,000 in deferred taxes.

                  The  Company  is  evaluating  the need to  provide  additional
deferred  taxes for the future  earnings  of  Diodes-China  to the  extent  such
earnings may be appropriated  for distribution to Diodes-North  America,  and as
further  investment  strategies  with respect to  Diodes-China  are  determined.
Should the Company's  North American cash  requirements  exceed the cash that is
provided through the domestic credit  facilities,  cash can be obtained from the
Company's foreign subsidiaries.  However, the distribution of any unappropriated
funds to the U.S.  will require the  recording of income tax  provisions  on the
U.S. entity, thus reducing net income.


Item 3.  Quantitative and Qualitative Disclosures About Market Risk

                  Our  primary   business   objective  is  the  maximization  of
operating  income given an acceptable level of risk. Our objective is exposed to
three primary sources of market risk: foreign currency risk, interest rate risk,
and  political  risk.  No material  changes to any of these risks have  occurred
since December 31, 2001. For a more detailed discussion of market risk, refer to
Part II,  Item 7A of our  2001  Annual  Report  on Form  10-K as filed  with the
Securities and Exchange Commission.

                  Foreign  Currency  Risk. The Company faces exposure to adverse
movements in foreign currency  exchange rates,  primarily in Asia. The Company's
foreign  currency  risk may change over time as the level of activity in foreign
markets  grows and could have an adverse  impact  upon the  Company's  financial
results.  Certain of the Company's  assets,  including certain bank accounts and
accounts  receivable,  and  liabilities  exist in  non-U.S.  dollar  denominated
currencies, which are sensitive to foreign currency exchange fluctuations. These
currencies are principally the Chinese Yuan, the Taiwanese dollar,  the Japanese
Yen,  and the Hong Kong  dollar.  Because of the  relatively  small size of each
individual  currency  exposure,  the Company does not employ hedging  techniques
designed to mitigate foreign currency  exposures.  Therefore,  the Company could
experience currency gains and losses.

                  Interest  Rate Risk.  The Company has credit  agreements  with
U.S. and Far East  financial  institutions  at interest  rates equal to LIBOR or
similar indices plus a negotiated margin. A rise in interest rates could have an
adverse  impact upon the  Company's  cost of working  capital  and its  interest
expense.  The Company  entered into an interest rate swap agreement to hedge its
exposure to  variability in expected  future cash flows  resulting from interest
rate risk related to a portion of its  long-term  debt.  The interest  rate swap
agreement  applies to 25% of the Company's  long-term debt and expires  November
30,  2004.  The swap  contract is  inversely  correlated  to the related  hedged
long-term  debt and is therefore  considered an effective cash flow hedge of the
underlying  long-term debt. The level of  effectiveness of the hedge is measured
by the changes in the market value of the hedged  long-term  debt resulting from
fluctuation in interest rates. As a matter of policy, the Company does not enter
into derivative transactions for trading or speculative purposes.

                  Political  Risk. The Company has a significant  portion of its
assets in Mainland  China and Taiwan.  The  possibility  of  political  conflict
between the two countries or with the United States could have an adverse impact
upon the Company's ability to transact business through these important business
segments and to generate profits.

Item 4.  Controls and Procedures

                  Within the 90 days prior to the filing date of this  Quarterly
Report  on Form  10-Q for the  third  quarter  ended  September  30,  2002,  the
Company's Chief Executive  Officer,  C.H. Chen, and the Chief Financial Officer,
Carl Wertz, with the participation of the Company's  management,  carried out an
evaluation  of  the  effectiveness  of the  Company's  disclosure  controls  and
procedures pursuant to Exchange Act Rule 13a-14. Based upon that evaluation, the
Chief Executive  Officer and the Chief Financial Officer believe that, as of the
date of the  evaluation,  the Company's  disclosure  controls and procedures are
effective in making known to them material  information  relating to the Company
(including  its  consolidated  subsidiaries)  required  to be  included  in this
report.

                  Disclosure  controls  and  procedures,   no  matter  how  well
designed and implemented,  can provide only reasonable assurance of achieving an
entity's disclosure  objectives.  The likelihood of achieving such objections is
affected by limitations  inherent in disclosure  controls and procedures.  These
include the fact that human judgment in  decision-making  can be faulty and that
breakdowns  in internal  control  can occur  because of human  failures  such as
simple  errors,  mistakes  or  intentional   circumvention  of  the  established
processes.


                  There were no  significant  changes in the Company's  internal
controls, or in other factors that could significantly affect internal controls,
known to the Chief Executive Officer or the Chief Financial Officer,  subsequent
to the date of the evaluation.


Cautionary Statement for Purposes of the "Safe Harbor" Provision of the
Private Securities Litigation Reform Act of 1995

                  Except for the historical  information  contained herein,  the
matters   addressed   in  this   Quarterly   Report  on  Form  10-Q   constitute
"forward-looking statements" within the meaning of Section 27A of the Securities
Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934,
as amended.  Such  forward-looking  statements are subject to a variety of risks
and uncertainties,  including those discussed under "Risk Factors" and elsewhere
in this Quarterly  Report on Form 10-Q that could cause actual results to differ
materially  from those  anticipated  by the  Company's  management.  The Private
Securities  Litigation  Reform Act of 1995 (the "Act")  provides  certain  "safe
harbor"  provisions  for   forward-looking   statements.   All   forward-looking
statements  made on this Quarterly  Report on Form 10-Q are made pursuant to the
Act.

                  All  forward-looking  statements  contained in this  Quarterly
Report on Form 10-Q are subject to, in addition to the other  matters  described
in this  Quarterly  Report on Form  10-Q,  a variety  of  significant  risks and
uncertainties.  The  following  discussion  highlights  some of these  risks and
uncertainties.  Further, from time to time,  information provided by the Company
or statements  made by its employees  may contain  forward-looking  information.
There can be no assurance  that actual results or business  conditions  will not
differ  materially  from those set forth or  suggested  in such  forward-looking
statements as a result of various factors, including those discussed below.

Risk Factors

         Vertical Integration
                  We are in the process of vertically  integrating our business.
Key elements of this strategy include (i) expanding our manufacturing  capacity,
(ii) establishing wafer foundry and research and development  capability through
the  acquisition of FabTech and (iii)  establishing  sales,  marketing,  product
development,    package   development   and   assembly/testing   operations   in
company-owned  facilities or through the acquisition of established contractors.
We have a limited  history  upon which an  evaluation  of the  prospects  of our
vertical  integration  strategy can be based. There are certain risks associated
with our vertical integration strategy, including:

o             difficulties  associated  with  owning a  manufacturing  business,
              including,  but not limited to, the  maintenance and management of
              manufacturing facilities, equipment, employees and inventories and
              limitations on the flexibility of controlling overhead;
o        difficulties implementing our Enterprise Resource Planning system;
o  difficulties  expanding  our  operations in the Far East and  developing  new
operations in Europe;  o difficulties  developing and  implementing a successful
research and development team; o difficulties developing proprietary technology;
and, o market acceptance of our proprietary technology.

                  The risks of  becoming  a fully  integrated  manufacturer  are
amplified in an  industry-wide  slowdown  because of the fixed costs  associated
with manufacturing facilities.

         Economic Conditions
                  The discrete segment of the  semiconductor  industry is highly
cyclical, and the value of our business may decline during the "down" portion of
these cycles.  During recent years,  we, as well as many others in our industry,
experienced  significant  declines in the pricing of, as well as demand for, our
products   and  lower   facilities   utilization.   The  market   for   discrete
semiconductors  may  experience  renewed,  possibly  more severe and  prolonged,
downturns in the future. The markets for our products depend on continued demand
in the communications,  computer, industrial, consumer electronic and automotive
markets,  and these  end-markets  may  experience  changes in demand  that could
adversely affect our operating results and financial condition.

         Competition
                  The discrete semiconductor industry is highly competitive.  We
expect  intensified  competition  from  existing  competitors  and new entrants.
Competition  is based  on  price,  product  performance,  product  availability,
quality,  and  reliability and customer  service.  We compete in various markets
with  companies  of various  sizes,  many of which are  larger and have  greater
resources or capabilities as it relates to financial,  marketing,  distribution,
brand names and other  resources  than we have and,  thus, may be better able to
pursue  acquisition  candidates  and to  withstand  adverse  economic  or market
conditions.  In addition,  companies not currently in direct competition with us
may  introduce  competing  products  in the future.  Some of our  current  major
competitors  are  On  Semiconductor,   General  Semiconductor,  Inc.,  Fairchild
Semiconductor  Corporation,   International  Rectifier  Corporation,  Rohm,  and
Phillips.  We may  not be  able  to  compete  successfully  in  the  future,  or
competitive pressures may harm our financial condition or our operating results.

         Foreign Operations
                  We  expect  revenues  from  foreign  markets  to  continue  to
represent a significant portion of our total revenues.  In addition, we maintain
facilities  or contracts  with  entities in the  Philippines,  Taiwan,  Germany,
Japan,  England,  India,  and China,  among others.  There are risks inherent in
doing business internationally, including:

o        changes in, or  impositions  of,  legislative or regulatory
 requirements,  including tax laws in the United States and in the
 countries in which we manufacture or sell our products;
o trade restrictions,  transportation  delays, work stoppages,  and economic and
political  instability;  o changes in  import/export  regulations,  tariffs  and
freight rates; o difficulties in collecting receivables and enforcing contracts;
o currency exchange rate  fluctuations;  o restrictions on the transfer of funds
from  foreign  subsidiaries  to  Diodes-North  America;  and, o longer  customer
payment terms.

         Variability of Quarterly Results
                  We have experienced,  and expect to continue to experience,  a
substantial  variation  in net sales  and  operating  results  from  quarter  to
quarter.  We  believe  that the  factors  that  influence  this  variability  of
quarterly results include:

o        general economic conditions in the countries where we sell our
products;
o        seasonality and variability in the computer and communications market
 and our other end markets;
o        the timing of our and our competitors' new product introductions;
o        product obsolescence;
o        the scheduling, rescheduling and cancellation of large orders by our
 customers;
o        the cyclical nature of demand for our customers' products;
o        our ability to develop new process technologies and achieve volume
production at our fabrication facilities;
o        changes in manufacturing yields;
o        adverse movements in exchange rates, interest rates or tax rates; and
o        the availability of adequate supply commitments from our outside
suppliers or subcontractors.

                  Accordingly,   a  comparison  of  the  Company's   results  of
operations from period to period is not necessarily meaningful and the Company's
results of operations  for any period are not  necessarily  indicative of future
performance.

         New Technologies
                  We cannot  assure you that we will  successfully  identify new
product  opportunities  and develop and bring products to market in a timely and
cost-effective manner, or that products or technologies developed by others will
not render our products or technologies obsolete or noncompetitive. In addition,
to remain  competitive,  we must  continue  to  reduce  package  sizes,  improve
manufacturing  yields and expand  our  sales.  We may not be able to  accomplish
these goals.

         Production
                  Our  manufacturing  efficiency will be an important  factor in
our  future  profitability,  and we  cannot  assure  you that we will be able to
maintain or increase our manufacturing  efficiency.  Our manufacturing processes
require advanced and costly  equipment and are continually  being modified in an
effort  to  improve   yields  and  product   performance.   We  may   experience
manufacturing  problems in achieving  acceptable  yields or  experience  product
delivery  delays in the  future as a result of,  among  other  things,  capacity
constraints,  construction delays, upgrading or expanding existing facilities or
changing our process technologies, any of which could result in a loss of future
revenues. Our operating results also could be adversely affected by the increase
in fixed  costs and  operating  expenses  related  to  increases  in  production
capacity if revenues do not increase proportionately.

         Future Acquisitions
                  As  part  of  our  business  strategy,  we  expect  to  review
acquisition  prospects that would implement our vertical integration strategy or
offer other growth  opportunities.  While we have no current  agreements  and no
active  negotiations  underway with respect to any acquisitions,  we may acquire
businesses,  products  or  technologies  in the  future.  In the event of future
acquisitions, we could:

o        use a significant portion of our available cash;
o issue equity securities,  which would dilute current stockholders'  percentage
ownership;  o incur substantial debt; o incur or assume contingent  liabilities,
known or unknown;  o incur amortization  expenses related to intangibles;  and o
incur large, immediate accounting write-offs.

                  Such  actions by us could harm our  operating  results  and/or
adversely influence the price of our Common Stock.

         Integration of Acquisitions
                  During  fiscal  year 2000,  we acquired  FabTech,  Inc. We may
continue to expand and diversify our operations with additional acquisitions. If
we are  unsuccessful  in integrating  these  companies or product lines with our
operations,  or if  integration  is  more  difficult  than  anticipated,  we may
experience  disruptions  that  could  have  a  material  adverse  effect  on our
business,  financial condition and results of operations. Some of the risks that
may affect our ability to integrate  or realize any  anticipated  benefits  from
companies we acquire include those associated with:

o        unexpected losses of key employees or customers of the acquired
company;
o  conforming  the  acquired  company's  standards,  processes,  procedures  and
controls  with our  operations;
o  coordinating  our new  product  and  process development;
o hiring  additional  management and other critical  personnel;
o increasing the scope,  geographic diversity and complexity of our operations;
o difficulties  in  consolidating   facilities  and  transferring   processes
and know-how;
o diversion of management's  attention from other business  concerns; and
o adverse effects on existing business relationships with customers.

         Backlog
                  The  amount of  backlog  to be  shipped  during  any period is
dependent  upon various  factors and all orders are subject to  cancellation  or
modification,  usually  without  penalty to the  customer.  Orders are generally
booked from one to twelve months in advance of delivery. The rate of booking new
orders can vary  significantly from month to month. The Company and the industry
as a whole are  experiencing a trend towards  shorter  lead-times (the amount of
time  between  the date a  customer  places an order  and the date the  customer
requires  shipment).  The  amount of backlog at any date  depends  upon  various
factors,  including the timing of the receipt of orders,  fluctuations in orders
of existing product lines,  and the introduction of any new lines.  Accordingly,
the Company  believes  that the amount of backlog at any date is not  meaningful
and is not  necessarily  indicative  of actual  future  shipments.  The  Company
strives to maintain proper inventory levels to support  customers'  just-in-time
order expectations.

         Product Resources
                  We sell  products  primarily  pursuant to purchase  orders for
current delivery,  rather than pursuant to long-term supply  contracts.  Many of
these purchase orders may be revised or canceled without  penalty.  As a result,
we must commit  resources  to the  production  of  products  without any advance
purchase  commitments  from  customers.  Our  inability  to sell,  or  delays in
selling,  products  after we devote  significant  resources to them could have a
material  adverse  effect on our  business,  financial  condition and results of
operations.

         Qualified Personnel
                  Our  future  success  depends,  in part,  upon our  ability to
attract and retain highly qualified technical,  sales,  marketing and managerial
personnel. Personnel with the necessary expertise are scarce and competition for
personnel  with these skills is intense.  We may not be able to retain  existing
key technical,  sales,  marketing and  managerial  employees or be successful in
attracting,  assimilating or retaining other highly qualified technical,  sales,
marketing  and  managerial  personnel in the future.  If we are unable to retain
existing key employees or are  unsuccessful  in attracting new highly  qualified
employees, our business,  financial condition and results of operations could be
materially and adversely affected.

         Expansion
                  Our ability to successfully offer our products in the discrete
semiconductor market requires effective planning and management  processes.  Our
past growth,  and our targeted future growth,  may place a significant strain on
our  management  systems and  resources,  including our financial and managerial
controls,  reporting  systems  and  procedures.  In  addition,  we will  need to
continue to train and manage our workforce worldwide.

         Suppliers
                  Our manufacturing  operations  depend upon obtaining  adequate
supplies of materials, parts and equipment on a timely basis from third parties.
Our results of operations could be adversely affected if we are unable to obtain
adequate supplies of materials, parts and equipment in a timely manner or if the
costs of materials,  parts or equipment increase  significantly.  In addition, a
significant  portion of our total  sales is from parts  manufactured  by outside
vendors.  From time to time,  suppliers may extend lead times, limit supplies or
increase  prices due to  capacity  constraints  or other  factors.  Although  we
generally use products,  materials,  parts and equipment available from multiple
suppliers,  we have a limited number of suppliers for some products,  materials,
parts  and  equipment.  While we  believe  that  alternate  suppliers  for these
products,  materials,  parts and equipment are available, any interruption could
materially impair our operations.

         Environmental Regulations
                  We are subject to a variety of United States federal, foreign,
state and local  governmental  laws,  rules and regulations  related to the use,
storage, handling, discharge or disposal of certain toxic, volatile or otherwise
hazardous chemicals used in our manufacturing  process. Any of these regulations
could require us to acquire  equipment or to incur substantial other expenses to
comply  with  environmental  regulations.   If  we  were  to  incur  substantial
additional expenses, product costs could significantly increase, thus materially
and  adversely  affecting  our  business,  financial  condition  and  results of
operations.  Any failure to comply with  present or future  environmental  laws,
rules and  regulations  could  result  in fines,  suspension  of  production  or
cessation of  operations,  any of which could have a material  adverse effect on
our business, financial condition and results of operations.

                  The  Company  received  a claim  from one of its  former  U.S.
landlords,  regarding potential groundwater contamination at a site in which the
Company engaged in  manufacturing  from 1967 to 1973,  alleging that the Company
may have some  responsibility for cleanup costs. The Company does not anticipate
that the  ultimate  outcome of this  matter  will have a material  effect on its
financial condition.

         Product Liability
                  One or more of our products may be found to be defective after
we have already shipped such products in volume, requiring a product replacement
or  recall.  We may also be  subject  to product  returns,  which  could  impose
substantial  costs and have a  material  and  adverse  effect  on our  business,
financial  condition and results of operations.  Product liability claims may be
asserted with respect to our technology or products.  Although we currently have
product  liability  insurance,  there can be no assurance  that we have obtained
sufficient  insurance coverage,  or that we will have sufficient  resources,  to
satisfy all possible product liability claims.

         System Outages
                  Risks  are  presented  by  electrical  or   telecommunications
outages,  computer hacking or other general system failure. To try to manage our
operations  efficiently  and  effectively,  we  rely  heavily  on  our  internal
information and  communications  systems and on systems or support services from
third parties. Any of these systems are subject to failure. System-wide or local
failures that affect our  information  processing  could have  material  adverse
effects on our business,  financial  condition,  results of operations  and cash
flows.  In addition,  insurance  coverage for the risks  described  above may be
unavailable.

         Downward Price Trends
                  Our industry is intensely  competitive and prices for existing
products tend to decrease  steadily over their life cycle.  There is substantial
and  continuing  pressure  from  customers to reduce the total cost of using our
parts. To remain competitive, we must achieve continuous cost reductions through
process and product improvements.  We must also be in a position to minimize our
customers'  shipping and inventory financing costs and to meet their other goals
for rationalization of supply and production.  Our growth and the profit margins
of our products will suffer if our  competitors  are more successful than we are
in reducing the total cost to customers of their products.

         Obsolete Inventories
                  The life cycles of some of our  products  depend  heavily upon
the life  cycles of the end  products  into  which our  products  are  designed.
Products with short life cycles  require us to manage closely our production and
inventory levels.  Inventory may also become obsolete because of adverse changes
in end market demand. We may in the future be adversely  affected by obsolete or
excess inventories which may result from unanticipated  changes in the estimated
total demand for our products or the  estimated  life cycles of the end products
into which our products are designed.

         Deferred Taxes
                  As  of  September  30,  2002,  accumulated  and  undistributed
earnings of Diodes-China is approximately $24.2 million. Through March 31, 2002,
the  Company  had  not  recorded  deferred  Federal  or  state  tax  liabilities
(estimated to be $8.9 million) on these  cumulative  earnings  since the Company
considered  this  investment to be permanent,  and had no plans or obligation to
distribute all or part of that amount from China to the United States. Beginning
in April 2002,  the Company began to record  deferred  taxes on a portion of the
earnings of  Diodes-China.  As of September  30, 2002,  the Company has recorded
$630,000 in deferred taxes.

                  The  Company  is  evaluating  the need to  provide  additional
deferred  taxes for the future  earnings  of  Diodes-China  to the  extent  such
earnings may be appropriated  for distribution to Diodes-North  America,  and as
further  investment  strategies  with respect to  Diodes-China  are  determined.
Should the Company's  North American cash  requirements  exceed the cash that is
provided through the domestic credit  facilities,  cash can be obtained from the
Company's foreign subsidiaries.  However, the distribution of any unappropriated
funds to the U.S.  will require the  recording of income tax  provisions  on the
U.S. entity, thus reducing net income.

         Foreign Currency Risk
                  The Company  faces  exposure to adverse  movements  in foreign
currency exchange rates,  primarily in Asia. The Company's foreign currency risk
may change over time as the level of activity in foreign markets grows and could
have an adverse  impact upon the  Company's  financial  results.  Certain of the
Company's assets,  including certain bank accounts and accounts receivable,  and
liabilities exist in non-U.S. dollar denominated currencies, which are sensitive
to foreign currency exchange fluctuations.  These currencies are principally the
Chinese Yuan, the Taiwanese dollar,  the Japanese Yen, and the Hong Kong dollar.
Because of the relatively small size of each individual  currency exposure,  the
Company does not employ hedging techniques designed to mitigate foreign currency
exposures. Therefore, the Company could experience currency gains and losses.

         Interest Rate Risk
                  The  Company  has  credit  agreements  with U.S.  and Far East
financial  institutions at interest rates equal to LIBOR or similar indices plus
a negotiated  margin. A rise in interest rates could have an adverse impact upon
the  Company's  cost of working  capital and its interest  expense.  The Company
entered  into  an  interest  rate  swap  agreement  to  hedge  its  exposure  to
variability  in expected  future cash flows  resulting  from  interest rate risk
related to a portion of its long-term  debt. At September 30, 2002, the interest
rate swap agreement applies to $5.6 million of the Company's  long-term debt and
expires  November 30, 2004.  The swap  contract is inversely  correlated  to the
related hedged long-term debt and is therefore considered an effective cash flow
hedge of the underlying  long-term debt. The level of effectiveness of the hedge
is  measured  by the changes in the market  value of the hedged  long-term  debt
resulting from fluctuation in interest rates. As a matter of policy, the Company
does not enter into derivative transactions for trading or speculative purposes.

         Political Risk
                  The  Company has a  significant  portion of its assets (55% at
September 30, 2002) in Mainland China,  Taiwan and Hong Kong. The possibility of
political  conflict  between  countries or with the United  States could have an
adverse  impact upon the Company's  ability to transact  business  through these
important business segments and to generate profits.

                           PART II - OTHER INFORMATION


         Item 1.  Legal Proceedings

                  There are no matters to be reported under this heading.

         Item 2.  Changes in Securities

                  There are no matters to be reported under this heading.

         Item 3.  Defaults Upon Senior Securities

                  There are no matters to be reported under this heading.

         Item 4.  Submission of Matters to a Vote of Security Holders

                  There are no matters to be reported under this heading.

         Item 5.  Other Information

                  There are no matters to be reported under this heading.



         Item 6.  Exhibits and Reports on Form 8-K
                  (a) Exhibits

Exhibit 10.49    Revolving Credit Extension between the Company and Union Bank

Exhibit 11       Computation of Earnings Per Share

Exhibit 99.54    Certification Pursuant To 18 U.S.C. 1350 Adopted
                  Pursuant To Section 906 Of The Sarbanes-Oxley Act Of 2002

Exhibit 99.55    Diodes Incorporated Announces Conference Call To Discuss Third
                 Quarter FY 2002 Results

Exhibit 99.56    Diodes, Inc.  Diodes, Inc. Named to Business 2.0
                 Magazine's "100 Fastest Growing Tech Companies"

Exhibit 99.57    Diodes Incorporated Introduces Line of 3 & 5 Amp
                 Powermite(R)3 Schottky Barrier Rectifiers

Exhibit 99.58    Diodes, Inc. Reports Third Quarter Results with Continued
                 Gross Margin Improvement

                  (b) Reports on Form 8-K
                           None



                                    SIGNATURE


                  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, thereunto duly authorized.



DIODES INCORPORATED (Registrant)



By:  /s/ Carl Wertz                                            November 11, 2002
- ----------------------------------------------------
CARL WERTZ
Chief Financial Officer, Treasurer and Secretary
(Duly Authorized Officer and Principal Financial and
Chief Accounting Officer)



CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, C.H. Chen, certify that:

1.    I have reviewed this quarterly report on Form 10-Q of Diodes Incorporated;

2. Based on my  knowledge,  this  quarterly  report  does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made, not  misleading  with respect to the period covered by this quarterly
report;

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information  included in this quarterly  report,  fairly present in all material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4.  The  registrant's  other  certifying  officers  and  I are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

                  a) designed such disclosure  controls and procedures to ensure
that material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities,  particularly
during the period in which this quarterly report is being prepared;
                  b) evaluated the effectiveness of the registrant's  disclosure
controls and  procedures as of a date within 90 days prior to the filing date of
this quarterly report (the "Evaluation Date"); and
                  c)       presented in this quarterly report our conclusions
about the  effectiveness of the disclosure  controls and procedures based on our
evaluation as of the Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation,  to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):

                  a) all significant  deficiencies in the design or operation of
internal  controls  which could  adversely  affect the  registrant's  ability to
record, process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
                  b)any fraud, whether or not material,  that involves
management or other employees who have a significant role in the registrant's
internal controls; and

6. The  registrant's  other  certifying  officers  and I have  indicated in this
quarterly  report  whether or not there  were  significant  changes in  internal
controls or in other factors that could  significantly  affect internal controls
subsequent to the date of our most recent  evaluation,  including any corrective
actions with regard to significant deficiencies and material weaknesses.



/s/ C.H. Chen
C. H. Chen
Chief Executive Officer

Date: 11/11/02

CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Carl Wertz, certify that:

1.    I have reviewed this quarterly report on Form 10-Q of Diodes Incorporated;

2. Based on my  knowledge,  this  quarterly  report  does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made, not  misleading  with respect to the period covered by this quarterly
report;

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information  included in this quarterly  report,  fairly present in all material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4.  The  registrant's  other  certifying  officers  and  I are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

                  a) designed such disclosure  controls and procedures to ensure
that material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities,  particularly
during the period in which this quarterly report is being prepared;
                  b) evaluated the effectiveness of the registrant's  disclosure
controls and  procedures as of a date within 90 days prior to the filing date of
this quarterly report (the "Evaluation Date"); and
                  c) presented in this quarterly report our conclusions about
the effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation,  to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):

                  a) all significant  deficiencies in the design or operation of
internal  controls  which could  adversely  affect the  registrant's  ability to
record, process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
                  b) any fraud, whether or not material,  that involves
management or other employees who have a significant role in the registrant's
internal controls; and

6. The  registrant's  other  certifying  officers  and I have  indicated in this
quarterly  report  whether or not there  were  significant  changes in  internal
controls or in other factors that could  significantly  affect internal controls
subsequent to the date of our most recent  evaluation,  including any corrective
actions with regard to significant deficiencies and material weaknesses.



/s/ Carl Wertz
Carl Wertz
Chief Financial Officer

Date: 11/11/02


                     INDEX TO EXHIBITS


Exhibit 10.49   Revolving Credit Extension between the Company and
                Union Bank                                               Page 33

Exhibit 11      Computation of Earnings Per Share                        Page 34

Exhibit 99.54   Certification Pursuant To 18 U.S.C. 1350 Adopted Pursuant To
                Section 906 Of The Sarbanes-Oxley Act Of 2002            Page 35

Exhibit 99.55   Diodes Incorporated Announces Conference Call To Discuss
                Third Quarter FY 2002 Results                            Page 36

Exhibit 99.56   Diodes, Inc.  Diodes, Inc. Named to Business 2.0 Magazine's
                "100 Fastest Growing Tech Companies"                     Page 37

Exhibit 99.57   Diodes Incorporated Introduces Line of 3 & 5 Amp Powermite(R)3
                Schottky Barrier Rectifiers                              Page 39

Exhibit 99.58   Diodes, Inc. Reports Third Quarter Results with Continued
                Gross Margin Improvement                                 Page 41

                                 Exhibit 10.49

Union Bank                                         Commercial Loan Documentation
Of California                                      P.O. Box 30115
                                                   Los Angeles, CA 90030-0115

October 16, 2002

Diodes Incorporated
3050 E Hillcrest Dr. Ste #200
Westlake Village, CA  91362-3154

Attn:  Mr. Carl Wertz, CFO

Dear Carl:

This letter is being sent at the request of your Account Manager, John Kase, and
is to confirm that UNION BANK OF CALIFORNIA,  N.A. ("Bank") has agreed to extend
the maturity date of the Revolving Line of Credit ("Facility") granted to Diodes
Incorporated  ("Borrower") in the principal amount of Seven Million Five Hundred
Thousand and 00/100ths Dollars  ($7,500,000.00)  originally made under a certain
note dated May 1, 2002, and Credit  Agreement dated December 1, 2000, as amended
from  time to  time,  (collectively,  the  "Agreements").  A copy of the note is
attached.

The  maturity  date of the  Facility  is hereby  extended to March 3, 2003 ("New
Maturity Date").  The Agreements shall be deemed modified as of the date of this
letter to reflect the New Maturity  Date.  All other terms and conditions of the
Agreements remain in full force and effect, without waiver or modification. This
extension  is  conditioned  upon  Borrower's  continued  payment of  interest as
provided in the Agreements.

Each advance request, or Borrower's  continued payments of principal or interest
on the outstanding  balance of any term loan,  constitutes  Borrower's  warranty
that no event of default as defined in the Agreements and no condition, event or
act  which,  with the  giving of notice or the  passage  of time or both,  would
constitute  such an event of default,  shall have  occurred and be continuing or
shall exist.

BANK HAS NOT COMMITTED TO MAKE ANY FURTHER EXTENSION OF THE MATURITY DATE, OR TO
RENEW THE FACILITY  BEYOND THE NEW MATURITY DATE.  ANY FURTHER  EXTENSION OR ANY
RENEWAL REMAINS IN THE DISCRETION OF BANK.

If you have any questions, please call your Account Manager, John Kase, at (213)
236-7329.

Very truly yours,

UNION BANK OF CALIFORNIA, N.A.

By:         /s/ Carolyn Gordon

Name:    Carolyn Gordon

Title:            Sr. Assistant Vice President

                                  Exhibit - 11

                      DIODES INCORPORATED AND SUBSIDIARIES

                        COMPUTATION OF EARNINGS PER SHARE
                                   (Unaudited)




                                                              Three Months Ended                         Nine Months Ended
                                                                September 30,                              September 30,
                                                     -------------------------------------      ------------------------------------
                                                           2001                2002                  2001                 2002
                                                     -----------------    ----------------      ----------------     ---------------
                                                                                                           
BASIC
Weighted average number of common
shares outstanding used in computing
basic earnings per share                                    8,147,902           8,190,887             8,142,333           8,177,506

     Net income                                           $  (847,000)       $  1,767,000           $   199,000        $  3,539,000
                                                     =================    ================      ================     ===============

Basic earnings per share                                  $     (0.10)       $       0.22           $      0.02        $       0.43
                                                     =================    ================      ================     ===============



DILUTED
  Weighted average number of common
shares outstanding used in computing
basic earnings per share                                    8,147,902           8,190,887             8,142,333           8,177,506
  Assumed exercise of stock options                           667,679             671,385               786,378             656,805
                                                     -----------------    ----------------      ----------------     ---------------
                                                            8,815,581           8,862,272             8,928,711           8,834,311

     Net income                                           $  (847,000)       $  1,767,000           $   199,000        $  3,539,000
                                                     =================    ================      ================     ===============

Diluted earnings per share                                $     (0.10)       $       0.20           $      0.02        $       0.40
                                                     =================    ================      ================     ===============



                                 Exhibit 99.54

CERTIFICATION PURSUANT TO 18 U.S.C. 1350 ADOPTED PURSUANT TO SECTION 906 OF
THE SARBANES-OXLEY ACT OF 2002

The undersigned hereby certify,  pursuant to 18 U.S.C.  Section 1350, as adopted
pursuant  to  Section  906 of the  Sarbanes-Oxley  Act of 2002,  that,  to their
knowledge,  the  Quarterly  Report on Form 10-Q for the  quarterly  period ended
September 30, 2002 of Diodes  Incorporated  (the "Company")  fully complies with
the  requirements  of Sections 13(a) or 15(d) of the Securities  Exchange Act of
1934, as amended,  and that the  information  contained in such periodic  report
fairly presents,  in all material respects,  the financial condition and results
of  operations  of the  Company as of, and for,  the periods  presented  in such
report.


Very truly yours,


/s/ C.H. Chen
C.H. Chen
Chief Executive Officer
Date: 11/11/02



/s/ Carl Wertz
Carl Wertz
Chief Financial Officer
Date: 11/11/02

                                 Exhibit 99.55

Diodes Incorporated
FOR IMMEDIATE RELEASE

Diodes Incorporated Announces Conference Call To Discuss Third Quarter FY 2002
Results
o        Substantially Exceeds Gross Margin Guidance

Westlake Village,  California - October 14, 2002 - Diodes Incorporated  (Nasdaq:
DIOD) will host a  conference  call at 8 a.m.  PST (11 a.m.  EST) on  Wednesday,
October 30th to discuss third quarter of FY 2002 results.

The Company also  announced that it  anticipates  reporting a slight  sequential
increase in revenue,  in-line  with  previously  issued  guidance  for the third
quarter,  and an over 200 basis point  improvement in gross profit margin,  more
than  double the  previous  expectations  of an  approximately  100 basis  point
increase.

Joining C.H. Chen, President and CEO of Diodes Incorporated, will be Carl Wertz,
Chief  Financial  Officer and Mark King,  Vice President of Sales and Marketing.
The Company plans to distribute its earnings  announcement on Business Wire 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.

About Diodes Incorporated
Diodes  Incorporated  (Nasdaq:  DIOD) is a leading  manufacturer and supplier of
high-quality  discrete  semiconductor  products,   serving  the  communications,
computer,  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-9000 corporate sales,  marketing,  engineering
and  logistics  headquarters  is located in  Southern  California.  For  further
information, visit the Company's website at http://www.diodes.com.

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, Coffin Communications Group;
(818) 789-0100 e-mail: crocker.coulson@coffincg.com or Carl Wertz, Chief
Financial Officer, Diodes Incorporated; (805) 446-4800
Recent  news  releases,  annual  reports,  and SEC filings are  available  at
the  Company's  website:  http://www.diodes.com.  Written requests may be sent
to Investor Relations,  Diodes Incorporated,  3050 E. Hillcrest Drive,
Westlake Village, CA 91362, or they may be e-mailed to: diodes-fin@diodes.com.

                                 Exhibit 99.56

Diodes Incorporated
FOR IMMEDIATE RELEASE

                  Diodes, Inc. Named to Business 2.0 Magazine's
                      "100 Fastest Growing Tech Companies"

Westlake Village, California,  September 16, 2002 - Diodes Incorporated (Nasdaq:
DIOD),   a  leading   manufacturer   and  supplier  of  high  quality   discrete
semiconductors, primarily to the communications, computing, industrial, consumer
electronics and automotive  markets,  announced today that it was named the 89th
fastest growing technology company, according to Business 2.0 magazine.

In order to make the Top 100 list,  companies  were  scrutinized on the basis of
four financial measurements:  stock performance, revenue growth, earnings growth
and operating cash flow.

Business 2.0 magazine  started with more than 2,000 publicly  traded  technology
companies  tracked by Zacks Investment  Research.  In consultation  with finance
professors  George  Foster of  Stanford,  Brett  Trueman  of the  University  of
California at Berkeley, and Chip Ruscher of the University of Arizona,  Business
2.0 created a proprietary ranking algorithm to determine the final list.

"Diodes has worked hard to deliver growth in revenue,  net income, and operating
cash flow even during a very difficult economic environment.  Thus far this year
we have  outperformed  the industry and we have been aggressive in bringing new,
value-added  products  to market,  so as to become the first name our  customers
think of for  discrete  devices.  We have taken  strategic  steps to enhance our
competitive  position  in the growing  Asian  market,"  said C. H. Chen,  Diodes
president and CEO.

"Diodes will continue to remain focused on our core competencies and continually
improving our operating  efficiency and product quality. In doing so, we believe
we will be  well-positioned  to capture  new market  opportunities  as  industry
conditions improve."

For more information, visit http://www.diodes.com or email at info@diodes.com.

About Business 2.0
Business 2.0, a magazine about  insight,  tools,  and advantage in business,  is
published out of The FORTUNE Group at Time Inc., an AOL Time Warner company. For
more information, visit its website at www.business2.com.

About Diodes Incorporated
Diodes  Incorporated  (Nasdaq:  DIOD) is a leading  manufacturer and supplier of
high-quality  discrete  semiconductor  products,   serving  the  communications,
computer,  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 surface-mount devices
destined for wireless  devices,  notebook  computers,  pagers,  PCMCIA cards and
modems,  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-9000 corporate sales,  marketing,  engineering and
logistics   headquarters  is  located  in  Southern   California.   For  further
information, visit the Company's website at http://www.diodes.com.

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, Coffin Communications Group;
(818) 789-0100 e-mail: crocker.coulson@coffincg.com or Carl Wertz, Chief
Financial Officer, Diodes, Inc.; (805) 446-4800
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.

                                 Exhibit 99.57

Diodes Incorporated
FOR IMMEDIATE RELEASE

Diodes Incorporated Introduces Line of 3 & 5 Amp Powermite(R)3 Schottky
Barrier Rectifiers

o        Compact, thermally superior replacement for SMC and D-Pak parts

Westlake Village, California - October 23, 2002 - Diodes Incorporated,  (Nasdaq:
DIOD)  a  leading   manufacturer   and   supplier  of  high   quality   discrete
semiconductors,  today  announced the release of a  comprehensive  line of three
Ampere and five Ampere Powermite(R)3 Schottky barrier rectifiers.

The new  Powermite(R)3  Schottky  barrier line,  which uses  patented  packaging
technology licensed from Microsemi, Inc. (Nasdaq: MSCC), will be manufactured at
Diodes'  state-of-the-art  facilities in Mainland China.  Diodes'  Powermite(R)3
parts offer a significant reduction in required board space and superior thermal
performance as compared to industry-standard SMC and D-Pak packages.

The Powermite(R)3  package has a very low profile of only 1.1mm, which allows it
to be used in many portable  applications  in which the 2.3mm profile of SMC and
D-Pak  is  prohibitive.   In  addition,   the  Powermite(R)3   package  requires
approximately  half the board  space of the SMC and only 40% of the D-Pak.  This
gives the Powermite(R)3 package a high Power Density value of 55mW/mm2, which is
over double the values for D-Pak or SMC.

"This new line  illustrates  Diodes'  continued  expansion into  next-generation
discrete  technologies and the benefits of our vertical integration strategy. By
applying  Powermite(R)3  packaging to broad-based  devices, we expect to deliver
major  performance  improvements for  applications  where space is at a premium,
such as notebooks,  battery chargers,  GPS units, TFT-LCD panels,  quarter-brick
and  half-brick  power  supplies,"  said Mark King,  Vice President of Sales and
Marketing at Diodes Incorporated.

The 3 Amp series consists of:
o        SBM340, a 40-volt device
o        MBRM360, a 60-volt device
o        MBRM3100, a 100-volt device

The 5 Amp series consists of:
o        SBM540, a 40-volt device
o        MBRM560, a 60-volt device
o        MBRM5100, a 100-volt device

"Shrinking power components is the next phase of discrete  miniaturization,  and
the addition of these  devices gives Diodes the most  comprehensive  3 and 5 Amp
surface-mount   Schottky  barrier   rectifier   product  line  in  the  discrete
semiconductor  industry,"  continued  King.  "Our strategy is to develop devices
that  add  value  for  high-end,  high-performance  applications  but  are  also
competitive   for  broader,   high-volume   markets.   Our  flexible,   low-cost
manufacturing allows us to execute our strategy and meet customer needs."

Many additional new  Powermite(R)3  products are currently under development and
are scheduled for release soon, including dual Schottky barrier rectifiers, high
voltage low leakage  Schottky  barrier  rectifiers,  and ultra-fast and standard
recovery glass passivated rectifiers.

For more information,  visit  http://www.diodes.com  or contact Diodes' customer
service at 800-446-4874 or email at info@diodes.com.

About Diodes Incorporated
Diodes  Incorporated  (Nasdaq:  DIOD) is a leading  manufacturer and supplier of
high-quality  discrete  semiconductor  products,   serving  the  communications,
computer,  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-9000 corporate sales,  marketing,  engineering
and  logistics  headquarters  is located in  Southern  California.  For  further
information, visit the Company's website at http://www.diodes.com.

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.

POWERMITE is a registered trademark of Microsemi Corporation.

Source:  Diodes Incorporated
CONTACT:  Crocker Coulson, Partner, Coffin Communications Group;
(818) 789-0100 e-mail: crocker.coulson@coffincg.com or Carl Wertz, Chief
Financial Officer, Diodes, Inc.; (805) 446-4800
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.

                                 Exhibit 99.58

Diodes Incorporated
FOR IMMEDIATE RELEASE

Diodes, Inc. Reports Third Quarter Results with Continued
Gross Margin Improvement

o        Diluted EPS of $0.20 in Q3 2002

Westlake Village,  California,  October 30, 2002 - Diodes Incorporated  (Nasdaq:
DIOD),   a  leading   manufacturer   and  supplier  of  high  quality   discrete
semiconductors, primarily to the communications, computing, industrial, consumer
electronics and automotive  markets,  today reported  financial  results for the
third quarter ended September 30, 2002.

Third Quarter Highlights:
>>       Revenue increases 33.4% from Q3 2001 and 1.1% from Q2 2002
>> Gross margin improves 220 basis points  sequentially  from the second quarter
to 26% >> Net income for the quarter of $1.8 million, up from a loss of $847,000
in the same  period  last year >>  Average  manufacturing  capacity  utilization
reaches  86% >>  Average  selling  prices  (ASPs)  increase  4.5%  sequentially,
reflecting shift to  differentiated  devices >> Total debt reduced by $3 million
and generated $3.1 million in cash flow from operations

Revenues for the third quarter of 2002 were $30.3 million,  a slight  sequential
increase from second  quarter  revenues of $29.9  million,  and a 33.4% increase
from third quarter 2001 revenues of $22.7 million.

Net income for the quarter was $1.8  million,  as compared to a loss of $847,000
for the three months ended  September  30, 2001,  and compared to income of $1.6
million in the second  quarter ended June 30, 2002.  Diluted  earnings per share
were $0.20 for the third  quarter of 2002,  as  compared to $(0.10) for the same
period last year, and $0.18 for the second quarter of 2002.

For the first nine months of 2002, the Company earned $3.5 million, or $0.40 per
diluted share, on revenues of $87.2 million, compared to net income of $199,000,
or $0.02 per diluted share,  on revenues of $69.4 million for the same period in
2001. Nine-month revenues have increased 25.5% compared to last year.

C.H.  Chen,  Diodes'  President and CEO,  said,  "We are encouraged by our solid
results for the third  quarter of 2002 and our  ability to increase  revenue and
significantly  grow income from operations,  despite  continued  softness in the
semiconductor  industry. For the third quarter, income from operations increased
to $3.1 million  from a loss of $1.4  million in the same period last year,  and
from a profit of $2.3 million in the second quarter.  Our strong performance was
achieved  through  the success of our higher  margin  discrete  products,  quick
response  to  changing  customer  demands,  expense  control  discipline  and  a
continued effort to maximize manufacturing efficiencies."

Diodes revenue growth in the third quarter was driven  primarily by the strength
in the North American markets,  which accounted for 57% of sales, up from 54% in
the second  quarter.  Diodes  continued to shift its product mix from  commodity
devices towards higher value, subminiature packaging and arrays during the third
quarter,  which resulted in a 4.5%  sequential  improvement  in average  selling
prices (ASPs).

Capacity   utilization   increased  to  88%  at  the  Mainland  China  facility,
Diodes-China, from 80% in the second quarter, and to 83% at Diodes-FabTech, from
73% in the  prior  quarter.  Increased  capacity  utilization  of  manufacturing
facilities  and higher ASPs led to both  year-over-year  and  sequential  margin
improvements.  The Company's gross profit margin was 26.0%, compared to 23.8% in
the second quarter of 2002 and 10.7% in the same period last year.

For the quarter,  SG&A  expenses  were reduced as a percentage  of sales to $4.3
million,  or 14.2% of sales, as compared to $3.7 million,  or 16.3% of sales, in
the  comparable  quarter last year, and compared to 14.6% of sales last quarter.
Research and development  spending remained consistent with the previous quarter
at  $460,000  as  the  Company   continues  to  invest  in  developing   leading
next-generation products.

"We are  pleased  with the  market  reception  to our  next-generation  discrete
product  lines," Mr. Chen  continued.  "During the third  quarter,  the share of
revenues  generated by new  products  reached a record high and now accounts for
approximately  8% of total  revenue.  Our  strategy is to leverage  our flexible
manufacturing  assets and competitive  cost position to drive these devices from
niche to high volume  applications.  As we vertically integrate certain discrete
products,  Diodes  has seen  our cost of  manufacturing  decrease,  our  margins
increase and our competitive position strengthen."

Diodes  continued to improve its  financial  position,  ending the third quarter
with $6.0 million in cash and cash equivalents,  $13.4 million in long-term debt
and $55.5 million in shareholders'  equity. Since the beginning of the year, the
Company has paid down $7.6 million in term debt and  approximately  $4.8 million
on its revolving credit facilities.

Mr. Chen concluded,  "Diodes' strategic plan of consistent execution,  expansion
of  our  marketing  reach  into  new  regions,  and  customer-driven  innovation
continues to pay off. In the third  quarter,  we also began to establish a sales
presence  in Japan for the first time in our  history.  We  recently  introduced
Japanese  and Chinese  translations  to our  website,  which is an  increasingly
effective marketing tool. We will invest in new products to position Diodes as a
technology  leader for discrete devices and expect to spend  approximately  $1-2
million during the remainder of the year on capital  expenditures to support new
product production.

"However,  we continue to operate under very short customer lead times and there
is considerable  uncertainty  regarding the strength of end equipment  demand in
key markets  such as computing  and  communications.  Therefore,  for the fourth
quarter,  we are projecting both revenue and gross margin to be flat to slightly
down on a sequential basis."

Diodes  Incorporated  will  hold  its  third  quarter  conference  call  for all
interested  persons at 8 a.m.  PST (11 a.m.  EST) today to discuss its  results.
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.

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-9000 corporate sales,  marketing,  engineering
and  logistics  headquarters  is located in  Southern  California.  For  further
information, visit the Company's website at http://www.diodes.com.

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, Coffin Communications Group;
(818) 789-0100 e-mail: crocker.coulson@coffincg.com or Carl Wertz, Chief
Financial Officer, Diodes, Incorporated; (805) 446-4800
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.

CONSOLIDATED CONDENSED INCOME STATEMENT and BALANCE SHEET FOLLOWS



                      DIODES INCORPORATED AND SUBSIDIARIES
                   CONSOLIDATED CONDENSED STATEMENTS OF INCOME
                                   (Unaudited)



                                                           Three Months Ended                            Nine Months Ended
                                                             September 30,                                 September 30,
                                               -------------------------------------------   ---------------------------------------
                                                      2001                  2002                 2001                2002
                                               --------------------  -------------------   ------------------    -----------------

                                                                                                      
Net sales                                          $  22,698,000         $  30,287,000         $   69,447,000     $   87,157,000
Cost of goods sold                                    20,279,000            22,420,000             58,863,000         67,807,000
                                               --------------------  -------------------   ------------------    -----------------

     Gross profit                                      2,419,000             7,867,000             10,584,000         19,350,000

Research and development expenses                        141,000               459,000                450,000          1,231,000
Selling, general and administrative
expenses                                               3,704,000             4,311,000             10,032,000         12,448,000
                                               --------------------  -------------------   ------------------    -----------------
     Total operating expenses                          3,845,000             4,770,000             10,482,000         13,679,000

     Income from operations                           (1,426,000)            3,097,000                102,000          5,671,000

Other income (expense)
     Interest income                                      80,000                 7,000                222,000             31,000
     Interest expense                                   (592,000)             (288,000)            (1,903,000)          (926,000)
     Other                                                94,000              (195,000)               211,000            (69,000)
                                               --------------------  -------------------   ------------------    -----------------
                                                        (418,000)             (476,000)            (1,470,000)          (964,000)

Income (loss) before income taxes and
minority interest                                     (1,844,000)            2,621,000             (1,368,000)         4,707,000
Income tax benefit (provision)                         1,052,000              (771,000)             1,741,000           (949,000)
                                               --------------------  -------------------   ------------------    -----------------
                                               --------------------  -------------------   ------------------    -----------------

Income (loss) before minority interest                  (792,000)            1,850,000                373,000          3,758,000

Minority interest in joint venture earnings              (55,000)              (83,000)              (174,000)          (219,000)
                                               --------------------  -------------------   ------------------    -----------------

Net income                                         $    (847,000)        $   1,767,000         $      199,000     $    3,539,000
                                               ====================  ===================   ==================    =================

Earnings (loss) per share
     Basic                                         $        (0.10)       $          0.22       $         0.02     $         0.43
     Diluted                                       $        (0.10)       $          0.20       $         0.02     $         0.40
                                               ====================  ===================   ==================    =================

Weighted average shares outstanding
     Basic                                              8,147,902              8,190,887            8,142,333          8,177,506
     Diluted                                            8,815,581              8,862,272            8,928,711          8,834,311
                                               ====================  ===================   ==================    =================

                 The accompanying notes are an integral part of
                          these financial statements.




                      DIODES INCORPORATED AND SUBSIDIARIES
                      CONSOLIDATED CONDENSED BALANCE SHEET
                                     ASSETS




                                                                              December 31,           September 30,
                                                                                  2001                    2002
                                                                           -------------------     -------------------
                                                                                                      (Unaudited)
                                                                                                  
CURRENT ASSETS
     Cash and cash equivalents                                                  $   8,103,000           $   6,042,000
     Accounts receivable
         Customers                                                                 16,250,000              19,511,000
         Related parties                                                            1,486,000               3,718,000
                                                                           -------------------     -------------------
                                                                           -------------------     -------------------
                                                                                   17,736,000              23,229,000
         Less:  Allowance for doubtful receivables                                    343,000                 373,000
                                                                           -------------------     -------------------
                                                                                   17,393,000              22,856,000

     Inventories                                                                   17,813,000              16,864,000
     Deferred income taxes, current                                                 4,368,000               4,368,000
     Prepaid expenses, income taxes and other current assets                        1,266,000               2,518,000
                                                                           -------------------     -------------------
                                                                           -------------------     -------------------

                  Total current assets                                             48,943,000              52,648,000

PROPERTY, PLANT AND EQUIPMENT, at cost, net
    of accumulated depreciation and amortization                                   44,925,000              43,217,000

DEFERRED INCOME TAXES, non-current                                                  3,672,000               2,726,000

OTHER ASSETS
     Goodwill, net                                                                  5,090,000               5,090,000
     Other                                                                            628,000               1,044,000
                                                                           -------------------     -------------------

TOTAL ASSETS                                                                    $ 103,258,000           $ 104,725,000
                                                                           ===================     ===================

                 The accompanying notes are an integral part of
                          these financial statements.



                      DIODES INCORPORATED AND SUBSIDIARIES
                      CONSOLIDATED CONDENSED BALANCE SHEET

                      LIABILITIES AND STOCKHOLDERS' EQUITY




                                                                                December 31,           September 30,
                                                                                    2001                   2002
                                                                              ------------------     ------------------
                                                                                                        (Unaudited)
                                                                                                   
CURRENT LIABILITIES
     Line of credit                                                               $   6,503,000          $   1,874,000
     Accounts payable
         Trade                                                                        6,098,000              9,639,000
         Related parties                                                              3,149,000              3,263,000
     Accrued liabilities                                                              5,062,000              7,781,000
     Current portion of long-term debt
         Related party                                                                2,500,000              2,500,000
         Other                                                                        5,833,000              8,992,000
     Current portion of capital lease obligations                                            --                156,000
                                                                              ------------------     ------------------
                  Total current liabilities                                          29,145,000             34,205,000

LONG-TERM DEBT, net of current portion
         Related party                                                                7,500,000              6,875,000
         Other                                                                       13,664,000              3,566,000

CAPITAL LEASE OBLIGATIONS, net of current portion                                            --              2,530,000

MINORITY INTEREST IN JOINT VENTURE                                                    1,825,000              2,045,000

STOCKHOLDERS' EQUITY
     Class A convertible preferred stock - par value $1.00 per share;  1,000,000
         shares authorized;
         no shares issued and outstanding                                                    --                     --
     Common stock - par value $0.66 2/3 per share;
         30,000,000 shares authorized; 9,227,664 and 9,280,664
         shares issued at December 31, 2001
         and September 30, 2002, respectively                                         6,151,000              6,187,000
     Additional paid-in capital                                                       7,310,000              7,942,000
     Retained earnings                                                               39,882,000             43,420,000
                                                                              ------------------     ------------------
                                                                              ------------------     ------------------
                                                                                     53,343,000             57,549,000
     Less:
         Treasury stock - 1,075,672 shares of common stock, at cost                   1,782,000              1,782,000
         Accumulated other comprehensive loss                                           437,000                263,000
                                                                              ------------------     ------------------
                                                                                      2,219,000              2,045,000

                  Total stockholders' equity                                         51,124,000             55,504,000
                                                                              ------------------     ------------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                        $ 103,258,000          $ 104,725,000
                                                                              ==================     ==================


                 The accompanying notes are an integral part of
                          these financial statements.