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

                                   FORM 10-K/A
                                (Amendment No. 1)
             [ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934
                  For the fiscal year ended  DECEMBER 31, 2004.
                                       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                                     (I.R.S. Employer
           jurisdiction of                                       Identification
           incorporation or                                          Number)
            organization)

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

       REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (805) 446-4800

        SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT: NONE

 SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT: COMMON STOCK,
  PAR VALUE $0.66 2/3

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 [   ]
      -

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]

Indicate by check mark whether the registrant is an accelerated filer
 (as defined in Rule 12b-2 of the Act).
Yes [X]           No [  ]
      -

The  aggregate  market  value of the  8,829,510  shares of Common  Stock held by
non-affiliates of the registrant, based on the closing price of $23.69 per share
of the Common Stock on the Nasdaq  National  Market on June 30,  2004,  the last
business day of the registrant's  most recently  completed  second quarter,  was
approximately $209,171,092.

The number of shares of the registrant's Common Stock outstanding as of March 9,
2005 was 15,866,341, including 1,613,508 shares of treasury stock.

                       DOCUMENTS INCORPORATED BY REFERENCE

Portions of the  registrant's  definitive  proxy  statement to be filed with the
Securities and Exchange Commission pursuant to Regulation 14A in connection with
the 2005 annual meeting of stockholders  are incorporated by reference into Part
III of this Report.  The proxy  statement  will be filed with the Securities and
Exchange  Commission not later than 120 days after the registrant's  fiscal year
ended December 31, 2004.

                                EXPLANATORY NOTE

In November 2004, the  Securities  and Exchange  Commission  issued an exceptive
order providing companies with a market  capitalization  under $700 million with
an  extension  of up to 45 days for (i) the  filing  of  management's  report on
internal controls over financial reporting required by Item 308(a) of Regulation
S-K and  (ii)  the  related  attestation  report  of the  Company's  independent
registered public accounts required by Item 308(b) of Regulation S-K.

This  Amendment No. 1 to Annual  Report on Form 10-K/A ("Form  10-K/A") is being
filed to amend the  Company's  Annual  Report  on Form  10-K for the year  ended
December 31,  2004,  which was  originally  filed with the SEC on March 16, 2005
("Original Form 10-K"), to include  management's report on internal control over
financial  reporting  and  the  related  attestation  report  of  the  Company's
independent  registered  public accounting firm.  Accordingly,  pursuant to Rule
12b-15 under the Securities  Exchange Act of 1934, as amended,  this Form 10-K/A
contains  the  complete  text  of Item 9A of Part  II,  as  amended,  as well as
currently dated  certifications and the consent of Moss Adams LLP, the Company's
independent  registered public  accounting firm.  Unaffected items have not been
repeated in this Amendment No. 1.

THIS FORM  10-K/A  DOES NOT  REFLECT  EVENTS  OCCURRING  AFTER THE FILING OF THE
ORIGINAL FORM 10-K, AND DOES NOT MODIFY OR UPDATE THE DISCLOSURES THEREIN IN ANY
WAY OTHER THAN AS REQUIRED TO REFLECT THE AMENDMENTS AS DESCRIBED  ABOVE AND SET
FORTH BELOW

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 Annual Report on Form 10-K 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.
Forward-looking  statements  may be  identified  by the use of the words such as
"anticipate,"  "believe,"  "continue,"  "estimate,"  "expect,"  "intend," "may,"
"project," "will" and similar expressions.  Such forward-looking  statements are
subject to a variety of risks and uncertainties, including those discussed under
"Risk Factors" and elsewhere in this Annual Report on Form 10-K 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  Annual  Report  on Form 10-K are made
pursuant to the Act.

                                     PART II

ITEM 9A.          CONTROLS AND PROCEDURES

                 The Company's  Chief  Executive  Officer,  C.H. Chen, and Chief
Financial  Officer,  Carl C.  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-15(e).
Based upon that evaluation,  the Chief Executive Officer and the Chief Financial
Officer  believe that, as of the end of the period  covered by this report,  the
Company's disclosure controls and procedures are effective to provide reasonable
assurance  that  material  information  relating to the Company  (including  its
consolidated  subsidiaries) required to be included in this report is made knows
to them.

                 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 objectives 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.

MANAGEMENT'S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

                 Management is  responsible  for  establishing  and  maintaining
adequate  internal  control  over  financial  reporting.  Internal  control over
financial  reporting is a process  designed by, or under the supervision of, the
Company's  Chief  Executive   Officer  and  the  Chief  Financial   Officer  and
implemented by the Company's board of directors, management and other personnel,
to provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial  statements for external purposes in accordance
with generally accepted accounting principles in the United States of America.

                  The  Company's  internal  control  over  financial   reporting
includes those policies and procedures  that: (1) pertain to the  maintenance of
records  that,  in  reasonable   detail,   accurately  and  fairly  reflect  the
transactions  and  dispositions  of the  assets  of  the  Company;  (2)  provide
reasonable  assurance  that  transactions  are  recorded as  necessary to permit
preparation  of financial  statements  in  accordance  with  generally  accepted
accounting  principles  in the United  States of America,  and that receipts and
expenditures   of  the   Company  are  being  made  only  in   accordance   with
authorizations  of  management  and  directors of the  Company;  and (3) provide
reasonable  assurance  regarding  prevention or timely detection of unauthorized
acquisition,  use or  disposition  of the  Company's  assets  that  could have a
material effect on the financial statements.

                  Because of its  inherent  limitations,  internal  control over
financial reporting may not prevent or detect misstatements.  Also,  projections
of any  evaluation of  effectiveness  to future  periods are subject to the risk
that controls may become  inadequate  because of changes in conditions,  or that
the degree of compliance with the policies or procedures may deteriorate.

                  Under  the  supervision  and  with  the  participation  of our
management,  including  our Chief  Executive  Officer  and the  Chief  Financial
Officer, we conducted an evaluation of the effectiveness of our internal control
over financial reporting based on the framework in INTERNAL  CONTROL--INTEGRATED
FRAMEWORK  issued by the Committee of Sponsoring  Organizations  of the Treadway
Commission (COSO).  Based on our evaluation,  our management  concluded that our
internal control over financial reporting was effective as of December 31, 2004.
Management's  assessment  of the  effectiveness  of our  internal  control  over
financial  reporting as of December 31, 2004 has been audited by Moss Adams LLP,
an independent registered public accounting firm, whom has expressed unqualified
opinions on management's  assessment and on the  effectiveness  of the Company's
internal  control over financial  reporting as of December 31, 2004 as stated in
their report which is included herein.


CHANGES IN INTERNAL CONTROL

                  There was no change in the  Company's  internal  control  over
financial reporting, known to the Chief Executive Officer or the Chief Financial
Officer,  that  occurred  during the  period  covered  by this  report  that has
materially affected, or is reasonably likely to materially affect, the Company's
internal control over financial reporting.


             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors and Stockholders
Diodes Incorporated and Subsidiaries

                    We have  audited  management's  assessment,  included in the
accompanying  Management's  Report on Internal Control over Financial  Reporting
that Diodes Incorporated and Subsidiaries  maintained effective internal control
over financial reporting as of December 31, 2004, based on criteria set forth by
the Committee of Sponsoring  Organizations of the Treadway  Commission (COSO) in
Internal Control - Integrated  Framework.  Diodes Incorporated and Subsidiaries'
management  is  responsible  for  maintaining  effective  internal  control over
financial  reporting  and for its  assessment of the  effectiveness  of internal
control over financial  reporting and for its assessment of the effectiveness of
internal control over financial  reporting.  Our responsibility is to express an
opinion on management's  assessment and an opinion on the  effectiveness  of the
company's internal control over financial reporting based on our audit.

                    We conducted our audit in  accordance  with the standards of
the Public Company Accounting  Oversight Board (United States).  Those standards
require that we plan and perform the audit to obtain reasonable  assurance about
whether  effective  internal control over financial  reporting was maintained in
all material respects. Our audit included obtaining an understanding of internal
control over financial reporting,  evaluating management's  assessment,  testing
and evaluating the design and operating  effectiveness of internal control,  and
performing   such  other   procedures   as  we   considered   necessary  in  the
circumstances.  We believe that our audit  provides a  reasonable  basis for our
opinion.

                    A company's  internal control over financial  reporting is a
process designed to provide  reasonable  assurance  regarding the reliability of
financial  reporting and the  preparation  of financial  statements for external
purposes in accordance  with  accounting  principles  generally  accepted in the
United States of America. A company's internal control over financial  reporting
includes those policies and  procedures  that (1) pertain to the  maintenance of
records  that,  in  reasonable   detail,   accurately  and  fairly  reflect  the
transactions  and  dispositions  of the  assets  of  the  company;  (2)  provide
reasonable  assurance  that  transactions  are  recorded as  necessary to permit
preparation  of financial  statements  in  accordance  with  generally  accepted
accounting  principles,  and that receipts and  expenditures  of the company are
being made only in accordance with authorizations of management and directors of
the company; and (3) provide reasonable assurance regarding prevention or timely
detection of  unauthorized  acquisition,  use, or  disposition  of the company's
assets that could have a material effect on the financial statements.

                    Because of its inherent  limitations,  internal control over
financial reporting may not prevent or detect misstatements.  Also,  projections
of any  evaluation of  effectiveness  to future  periods are subject to the risk
that controls may become  inadequate  because of changes in conditions,  or that
the degree of compliance with the policies or procedures may deteriorate.

                    In  our  opinion,   management's   assessment   that  Diodes
Incorporated  and  Subsidiaries   maintained  effective  internal  control  over
financial  reporting as of December 31, 2004, is fairly stated,  in all material
respects,   based  on  criteria  set  forth  by  the   Committee  of  Sponsoring
Organizations of the Treadway Commission (COSO) in Internal Control - Integrated
Framework. Also in our opinion, Diodes Incorporated and Subsidiaries maintained,
in all material respects, effective internal control over financial reporting as
of December 31, 2004, based on criteria set forth by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO) in Internal Control - Integrated
Framework.

                    We have also audited,  in  accordance  with the standards of
the Public Company Accounting  Oversight Board (United States), the consolidated
financial statements and financial statement schedule of Diodes Incorporated and
Subsidiaries  as of and for the year ended  December  31,  2004,  and our report
dated  January 28, 2005  expressed  an  unqualified  opinion on those  financial
statements and financial statement schedule.


/s/ Moss Adams LLP
Moss Adams LLP
Los Angeles, California
April 7, 2005

                                     PART IV

ITEM 15.          EXHIBITS AND FINANCIAL STATEMENT SCHEDULES


         (b)      EXHIBITS

                           The exhibits  listed on the Index to Exhibits at page
                           65 of the Original Form 10-K are filed as exhibits or
                           incorporated by reference to this Amendment No. 1.




                                   SIGNATURES

                  Pursuant  to the  requirements  of  Section 13 or 15(d) of the
Securities  Exchange Act of 1934,  the registrant has duly caused this Amendment
No. 1to be signed on its behalf by the undersigned, thereunto duly authorized.

DIODES INCORPORATED (Registrant)


By:  /s/ C.H. Chen
- ------------------------------------------------------------
                                                                  April 25, 2005

C.H. CHEN
President & Chief Executive Officer
(Principal Executive Officer)


By:  /s/ Carl C. Wertz                                            April 25, 2005
- --------------------------------------------
CARL C. WERTZ
Chief Financial Officer, Treasurer, and Secretary
(Principal Financial and Accounting Officer)


Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following  persons on behalf of the  registrant and
in the capacities indicated on April 25, 2005.


/s/ Raymond Soong                                    /s/ C.H. Chen
- --------------------------------------------         ---------------------------
RAYMOND SOONG                                        C.H. CHEN
Chairman of the Board of Directors          President & Chief Executive Officer,
                                                 and Director
                                             (Principal Executive Officer)


/s/ Michael R. Giordano                              /s/ M.K. Lu
- --------------------------------------------         ---------------------------
MICHAEL R. GIORDANO                                   M.K. LU
Director                                              Director


/s/ Keh-Shew Lu                                      /s/ John M. Stich
- --------------------------------------------         ---------------------------
KEH-SHEW LU                                          JOHN M. STICH
Director                                             Director


/s/ Shing Mao                                        /s/ Carl C. Wertz
- --------------------------------------------         ---------------------------
SHING MAO                                            CARL C. WERTZ
Director                                             Chief Financial Officer,
                                                        Treasurer, and Secretary
                                                     (Principal Financial and
                                                        Accounting Officer)






                                INDEX TO EXHIBITS
                                                                                                                   Sequential
                                                                                                                   Page Number
NUMBER     DESCRIPTION

                                                                                                             
3.1        Certificate of Incorporation of Diodes Incorporated (the "Company") dated July 29, 1968 (1)
3.2        Amended By-laws of the Company dated August 14, 1987 (2)
3.3        Amended Certificate of Incorporation of the Company dated June 12, 2000 (25)
10.1       Stock Purchase and Termination of Joint Shareholder Agreement (3)
10.2       1994 Credit Facility Agreement between the Company and Wells Fargo Bank, National Association (4)
10.3 *     Company's 401(k) Plan - Adoption Agreement (5)
10.4 *     Company's 401(k) Plan - Basic Plan Documentation #03 (5)
10.5 *     Employment Agreement between the Company and Pedro Morillas (6)
10.6 *     Company's Incentive Bonus Plan (7)
10.7 *     Company's 1982 Incentive Stock Option Plan (7)
10.8 *     Company's 1984 Non-Qualified Stock Option Plan (7)
10.9 *     Company's 1993 Non-Qualified Stock Option Plan (7)
10.10 *    Company's 1993 Incentive Stock Option Plan (5)
10.11      $6.0 Million Revolving Line of Credit Note (8)
10.12      Credit Agreement between Wells Fargo Bank and the Company dated November 1, 1995 (8)
10.13      KaiHong Compensation Trade Agreement for SOT-23 Product (9)
10.14      KaiHong Compensation Trade Agreement for MELF Product (10)
10.15      Lite-On Power Semiconductor Corporation Distributorship Agreement (11)
10.16      Loan Agreement between the Company and FabTech Incorporated (12)
10.17      KaiHong Joint Venture Agreement between the Company and Mrs. J.H. Xing (12)
10.18      Quality Assurance Consulting Agreement between LPSC and Shanghai KaiHong Electronics Company, Ltd. (13)
10.19      Loan Agreement between the Company and Union Bank of California, N.A. (13)
10.20      First Amendment to Loan Agreement between the Company and Union Bank of California, N.A. (14)
10.21      Guaranty Agreement between the Company and Shanghai KaiHong Electronics Co., Ltd. (14)
10.22      Guaranty Agreement between the Company and Xing International, Inc. (14)
10.23      Fifth Amendment to Loan Agreement (15)
10.24      Term Loan B Facility Note (15)
10.25      Bank Guaranty for Shanghai KaiHong Electronics Co., LTD (16)
10.26      Consulting Agreement between the Company and J.Y. Xing  (17)
10.27      Software License Agreement between the Company and Intelic Software Solutions, Inc. (18)
10.28      Diodes-Taiwan Relationship Agreement for FabTech Wafer Sales  (19)
10.29      Separation Agreement between the Company and Michael A. Rosenberg (20)
10.30      Stock Purchase Agreement dated as of November 28, 2000, among Diodes Incorporated, FabTech, Inc. and Lite-On Power
           Semiconductor Corporation (24)
10.31      Volume Purchase Agreement dated as of October 25, 2000, between FabTech, Inc. and Lite-On Power Semiconductor
           Corporation (24)
10.32      Credit Agreement dated as of December 1, 2000, between Diodes Incorporated and Union Bank of  California  (24)
10.33      Subordination  Agreement dated as of December 1, 2000, by Lite-On Power Semiconductor Corporation in favor of Union
           Bank of California (24)
10.34      Subordinated Promissory Note in the principal amount of $13,549,000 made by FabTech, Inc. payable to Lite-On Power
           Semiconductor Corporation (24)
10.35      Amended and Restated Subordinated Promissory Note between FabTech, Inc. and Lite-On Semiconductor Corp. (26)
10.36      Diodes Incorporated Building Lease - Third Amendment (29)
10.37      Document of Understanding between the Company and Microsemi Corporation (29)
10.38      Swap Agreement between the Company and Union Bank of California (30)
10.39      First Amendment and Waver between the Company and Union Bank of California (30)
10.40      Second Amendment and Waver between the Company and Union Bank of California (30)
10.41      Banking Agreement between Diodes-China and Everbright Bank of China (30)
10.42      Banking Agreement between Diodes-China and Agricultural Bank of China (30)
10.43      Banking Agreement between Diodes-Taiwan and Farmers Bank of China (30)
10.44      Audit Committee Charter (31)
10.45      2001 Omnibus Equity Incentive Plan (31)
10.46      Sale and Leaseback Agreement between the Company and Shanghai Ding Hong Company, Ltd. (32)
10.47      Lease Agreement between the Company and Shanghai Ding Hong Company, Ltd. (32)
10.48      Third Amendment and Waiver to Union Bank Credit Agreement (33)
10.49      Revolving Credit Extension between the Company and Union Bank (34)
10.50      Amended and Restated Credit Agreement between the Company and Union Bank (35)
10.51      $2.0 Million Non Revolving-To-Term Note between the Company and Union Bank (35)
10.52      Lease Agreement for Plant #2 between the Company and Shanghai Ding Hong Electronic Equipment Limited (37)
10.53      $5 Million Term Note with Union Bank (37)
10.54      First Amendment To Amended And Restated Credit Agreement (37)
10.55      Covenant Agreement between Union Bank and FabTech, Inc. (37)
10.56      Amendment to The Sale and Lease Agreement dated as January 31, 2002 with Shanghai Ding Hong Electronic Co., Ltd.
           (37)
10.57      Lease Agreement between Diodes Shanghai and Shanghai Yuan Hao Electronic Co., Ltd. (37)
10.58      Supplementary to the Lease agreement dated as September 30, 2003 with Shanghai Ding Hong Electronic Co., Ltd. (37)
14         Code of Ethics for Chief Executive Officer and Senior Financial Officers (36)
21         Subsidiaries of the Registrant (38)
23.1       Consent of Independent Registered Public Accounting Firm
31.1       Certification Pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1943, adopted pursuant to Section 302
           of the Sarbanes-Oxley Act of 2002
31.2       Certification Pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1943, adopted pursuant to Section 302
           of the Sarbanes-Oxley Act of 2002
32.1       Certification Pursuant to 18 U.S.C. adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2       Certification Pursuant to 18 U.S.C. adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002


(1)    Previously  filed as Exhibit 3 to Form 10-K filed with the Commission for
       fiscal  year  ended  April  30,  1981,  which is hereby  incorporated  by
       reference.
(2)    Previously  filed as Exhibit 3 to Form 10-K filed with the Commission for
       fiscal  year  ended  April  30,  1988,  which is hereby  incorporated  by
       reference.
(3)    Previously  filed  with the  Company's  Form  8-K,  filed  with the  Commission  on July 1,  1994,  which is  hereby
       incorporated by reference.
(4)    Previously  filed  as  Exhibit  10.4  to Form  10-KSB/A  filed  with  the
       Commission  for fiscal  year ended  December  31,  1993,  which is hereby
       incorporated by reference.
(5)    Previously  filed with Company's Form 10-K,  filed with the Commission on
       March 31, 1995, which is hereby incorporated by reference.
(6)    Previously filed as Exhibit 10.6 to Form 10-KSB filed with the Commission
       on August 2, 1994, for the fiscal year ended December 31, 1993,  which is
       hereby incorporated by reference.
(7)    Previously  filed with Company's Form S-8,  filed with the Commission on May 9, 1994,  which is hereby  incorporated
       by reference.
(8)    Previously  filed with Company's Form 10-Q,  filed with the Commission on
       November 14, 1995, which is hereby incorporated by reference.
(9)    Previously  filed as Exhibit 10.2 to Form 10-Q/A,  filed with the  Commission  on October 27, 1995,  which is hereby
       incorporated by reference.
(10)   Previously  filed as Exhibit 10.3 to Form 10-Q/A,  filed with the  Commission  on October 27, 1995,  which is hereby
       incorporated by reference.
(11)   Previously  filed as  Exhibit  10.4 to Form  10-Q,  filed  with the  Commission  on July 27,  1995,  which is hereby
       incorporated by reference.
(12)   Previously  filed with Company's Form 10-K,  filed with the Commission on
       April 1, 1996, which is hereby incorporated by reference.
(13)   Previously filed with Company's Form 10-Q,  filed with the Commission on May 15, 1996, which is hereby  incorporated
       by reference.
(14)   Previously  filed with Company's Form 10-K,  filed with the Commission on
       March 26, 1997, which is hereby incorporated by reference.
(15)   Previously filed with Company's Form 10-Q,  filed with the Commission on May 11, 1998, which is hereby  incorporated
       by reference.
(16)   Previously  filed with Company's Form 10-Q,  filed with the Commission on
       August 11, 1998, which is hereby incorporated by reference.
(17)   Previously  filed with Company's Form 10-Q,  filed with the Commission on November 11, 1998,  which is hereby incorporated by
       reference.
(18)   Previously  filed with  Company's  Form 10-K,  filed with the Commission on March 26, 1999,  which is hereby  incorporated by
       reference.
(19)   Previously  filed with Company's  Form 10-Q,  filed with the Commission on August 10, 1999,  which is hereby  incorporated by
       reference.
(20)   Previously  filed with  Company's  Form 10-K,  filed with the Commission on March 28, 2000,  which is hereby  incorporated by
       reference.
(21)   Previously  filed with  Company's  Form 10-Q,  filed with the  Commission  on May 10, 2000,  which is hereby  incorporated by
       reference.
(22)   Previously  filed with  Company's  Form 10-Q,  filed with the Commission on August 4, 2000,  which is hereby  incorporated by
       reference.
(23)   Previously  filed with Company's Form 10-Q,  filed with the Commission on November 13, 2000, which is hereby  incorporated by
       reference.
(24)   Previously  filed with Company's Form 8-K, filed with the  Commission on December 14, 2000,  which is hereby  incorporated by
       reference.
(25)   Previously  filed with  Company's  Definitive  Proxy  Statement,  filed with the  Commission  on May 1, 2000, which is hereby
       incorporated by reference.
(26)   Previously  filed with  Company's  Form 10-Q,  filed with the Commission on August 7, 2001,  which is hereby  incorporated by
       reference.
(27)   Previously  filed with  Company's  Form 10-K,  filed with the Commission on March 28, 2001,  which is hereby  incorporated by
       reference.
(28)   Previously  filed with  Company's  Form 10-Q,  filed with the  Commission  on May 11, 2001,  which is hereby  incorporated by
       reference.
(29)   Previously  filed with Company's Form 10-Q,  filed with the Commission on November 2, 2001,  which is hereby  incorporated by
       reference.
(30)   Previously  filed with  Company's  Form 10-K,  filed with the Commission on March 31, 2002,  which is hereby  incorporated by
       reference.
(31)   Previously  filed with Company's  Definitive  Proxy  Statement,  filed with the Commission on April 27, 2001, which is hereby
       incorporated by reference.
(32)   Previously  filed with  Company's  Form 10-Q,  filed with the  Commission  on May 15, 2002,  which is hereby  incorporated by
       reference.
(33)   Previously  filed with Company's  Form 10-Q,  filed with the Commission on August 14, 2002,  which is hereby  incorporated by
       reference.
(34)   Previously  filed with Company's Form 10-Q,  filed with the Commission on November 14, 2002,  which is hereby incorporated by
       reference.
(35)   Previously  filed with  Company's  Form 10-K,  filed with the Commission on March 31, 2003,  which is hereby  incorporated by
       reference.
(36)   Provided in the Corporate  Governance  portion of the Investor  Relations
       section on the  Company's  website at  http://www.diodes.com,  as well as
       incorporated by reference to the Company's definitive proxy statement (to
       be filed  pursuant to Regulation  14A within 120 days after the Company's
       fiscal  year end of  December  31,  2004)  for its  annual  stockholders'
       meeting for 2005.
(37)   Previously  filed with  Company's  Form 10-Q,  filed with the Commission on August 9, 2004,  which is hereby  incorporated by
       reference.
(38)   Previously  filed with  Company's  Form 10-K,  filed with the Commission on March 16, 2005,  which is hereby  incorporated by
       reference.


  * Constitute  management  contracts,  or compensatory  plans or  arrangements,
which are required to be filed pursuant to Item 601 of Regulation S-K.
EXHIBIT 23.1

            CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors and Stockholders
Diodes Incorporated and Subsidiaries


We consent to the  incorporation by reference in the Registration  Statements on
Forms S-8  (333-106775) of Diodes  Incorporated  and Subsidiaries of our report,
dated  April 7, 2005,  with  respect  to Diodes  Incorporated  and  Subsidiaries
management's  assessment of the effectiveness of internal control over financial
reporting and the  effectiveness of internal  control over financial  reporting,
which report is included in this amended  annual report on Form 10-K/A of Diodes
Incorporated and Subsidiaries for the year ended December 31, 2004.

/s/ Moss Adams LLP
Moss Adams LLP
Los Angeles, California
April 29, 2005
EXHIBIT 31.1

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


I, C.H. CHEN, certify that:

1. I have reviewed this Annual Report on Form 10-K/A of Diodes Incorporated;
2. Based on my knowledge, this 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  report;  3. Based on my
knowledge, the financial statements, and other financial information included in
this 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  report;  4.  The  registrant's   other  certifying
officer(s) and I are responsible  for  establishing  and maintaining  disclosure
controls  and  procedures  (as  defined  in  Exchange  Act Rules  13a-15(e)  and
15d-15(e)) and internal control over financial reporting (as defined in Exchange
Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

                  (a)  Designed  such  disclosure  controls and  procedures,  or
                  caused such disclosure  controls and procedures to be designed
                  under our  supervision,  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 report
                  is being prepared;


                  (b) Designed such internal  control over financial  reporting,
                  or caused such internal control over financial reporting to be
                  designed  under  our   supervision,   to  provide   reasonable
                  assurance regarding the reliability of financial reporting and
                  the preparation of financial  statements for external purposes
                  in accordance with generally accepted accounting principles;


                  (c) Evaluated the effectiveness of the registrant's disclosure
                  controls  and  procedures  and  presented  in this  report our
                  conclusions about the effectiveness of the disclosure controls
                  and  procedures,  as of the end of the period  covered by this
                  report based on such evaluation; and


                  (d)  Disclosed  in this report any change in the  registrant's
                  internal control over financial reporting that occurred during
                  the registrant's  most recent fiscal quarter (the registrant's
                  fourth  fiscal  quarter in the case of an annual  report) that
                  has materially affected, or is reasonably likely to materially
                  affect,  the  registrant's  internal  control  over  financial
                  reporting; and

5. The registrant's other certifying  officer(s) and I have disclosed,  based on
our most recent evaluation of internal control over financial reporting,  to the
registrant's  auditors  and the audit  committee  of the  registrant's  board of
directors (or persons performing the equivalent functions):

                  (a) All significant  deficiencies  and material  weaknesses in
                  the design or  operation of internal  control  over  financial
                  reporting which are reasonably  likely to adversely affect the
                  registrant's ability to record, process,  summarize and report
                  financial information; and


                  (b)  Any  fraud,  whether  or  not  material,   that  involves
                  management or other  employees who have a significant  role in
                  the registrant's internal control over financial reporting.



/s/ C.H. Chen
C. H. Chen
Chief Executive Officer
Date: April 25, 2005
EXHIBIT 31.2

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

I, CARL C. WERTZ, certify that:

1. I have reviewed this Annual Report on Form 10-K/A of Diodes Incorporated;
2. Based on my knowledge, this 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  report;  3. Based on my
knowledge, the financial statements, and other financial information included in
this 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  report;  4.  The  registrant's   other  certifying
officer(s) and I are responsible  for  establishing  and maintaining  disclosure
controls  and  procedures  (as  defined  in  Exchange  Act Rules  13a-15(e)  and
15d-15(e)) and internal control over financial reporting (as defined in Exchange
Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

                  (a)  Designed  such  disclosure  controls and  procedures,  or
                  caused such disclosure  controls and procedures to be designed
                  under our  supervision,  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 report
                  is being prepared;


                  (b) Designed such internal  control over financial  reporting,
                  or caused such internal control over financial reporting to be
                  designed  under  our   supervision,   to  provide   reasonable
                  assurance regarding the reliability of financial reporting and
                  the preparation of financial  statements for external purposes
                  in accordance with generally accepted accounting principles;


                  (c) Evaluated the effectiveness of the registrant's disclosure
                  controls  and  procedures  and  presented  in this  report our
                  conclusions about the effectiveness of the disclosure controls
                  and  procedures,  as of the end of the period  covered by this
                  report based on such evaluation; and


                  (d)  Disclosed  in this report any change in the  registrant's
                  internal control over financial reporting that occurred during
                  the registrant's  most recent fiscal quarter (the registrant's
                  fourth  fiscal  quarter in the case of an annual  report) that
                  has materially affected, or is reasonably likely to materially
                  affect,  the  registrant's  internal  control  over  financial
                  reporting; and

5. The registrant's other certifying  officer(s) and I have disclosed,  based on
our most recent evaluation of internal control over financial reporting,  to the
registrant's  auditors  and the audit  committee  of the  registrant's  board of
directors (or persons performing the equivalent functions):

                  (a) All significant  deficiencies  and material  weaknesses in
                  the design or  operation of internal  control  over  financial
                  reporting which are reasonably  likely to adversely affect the
                  registrant's ability to record, process,  summarize and report
                  financial information; and


                  (b)  Any  fraud,  whether  or  not  material,   that  involves
                  management or other  employees who have a significant  role in
                  the registrant's internal control over financial reporting.



/s/ Carl C. Wertz
Carl C. Wertz
Chief Financial Officer
Date: April 25, 2005
EXHIBIT 32.1

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

The undersigned hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted
pursuant  to  Section  906  of the  Sarbanes-Oxley  Act of  2002,  that,  to his
knowledge,  the Annual Report on Form 10-K/A for the  twelve-month  period ended
December 31, 2004 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: April 25, 2005

A signed  original of this  written  statement  required by Section 906 has been
provided to Diodes  Incorporated and will be retained by Diodes Incorporated and
furnished to the Securities and Exchange Commission or its staff upon request.
EXHIBIT 32.2

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

The undersigned hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted
pursuant  to  Section  906  of the  Sarbanes-Oxley  Act of  2002,  that,  to his
knowledge,  the Annual Report on Form 10-K/A for the  twelve-month  period ended
December 31, 2004 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/ Carl C. Wertz
Carl C. Wertz
Chief Financial Officer
Date: April 25, 2005

A signed  original of this  written  statement  required by Section 906 has been
provided to Diodes  Incorporated and will be retained by Diodes Incorporated and
furnished to the Securities and Exchange Commission or its staff upon request.