EXHIBIT 12.3



                      CRYSTALLEX INTERNATIONAL CORPORATION

                         CORPORATE GOVERNANCE STATEMENT

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                                TABLE OF CONTENTS

1.         Introduction.......................................................2
2.         Board of Directors.................................................2
     2.1   Role and Responsibilities..........................................2
     2.2   Composition........................................................3
     2.3   Policy on Independent of Directors.................................4
     2.4   Disclosure concerning Director Independence........................5
     2.5   Competencies and Skills............................................6
     2.6   Chair..............................................................7
     2.7   Vice Chair.........................................................7
     2.8   Lead Director......................................................7
     2.9   Corporate Secretary................................................7
     2.10  Orientation and Assessment.........................................7
     2.11  Nomination.........................................................8
     2.12  Remuneration.......................................................8
3.         Board Committees...................................................8
     3.1   Introduction.......................................................8
     3.2   Audit Committee....................................................8
     3.3   Nominating and Compensation Committee..............................9
     3.4   Corporate Governance Committee.....................................9
     3.5   Finance and Risk Management Committee..............................9
     3.6   Environment, Health and Safety and Operations Committee...........10
4.         Chief Executive Officer...........................................10
5.         Management Committees.............................................10
6.         Board Policies....................................................10
     6.1   Introduction......................................................10
     6.2   Policy on Provision of Services by External Auditors..............10
     6.3   Code of Business Conduct and Ethics...............................11
     6.4   Statement of Policies and Procedures with respect to
           Confidentiality, Disclosure, Insider Trading and Tipping
           and Insider Reporting.............................................12

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1.       INTRODUCTION

Corporate governance is the system by which business corporations are managed
and directed. The governance structure of a corporation reflects the
distribution of rights and responsibilities among the board of directors,
management and shareholders of the corporation.

This Statement sets out the principal corporate governance practices of
Crystallex International Corporation (CORPORATION). The documents referred to in
this Statement may be viewed on the Corporation's website at www.crystallex.com.

The Corporation is:

     (1) incorporated under the Canada Business Corporations Act;

     (2) a reporting issuer under the securities laws of the Provinces
         of Ontario, British Columbia, Alberta, Quebec, Nova Scotia and
         Newfoundland and Labrador; and

     (3) a reporting foreign private issuer with the United States
         Securities and Exchange Commission.

The common shares of the Corporation are listed on the Toronto Stock Exchange
(TSX) and the American Stock Exchange (AMEX). The corporate governance practices
of the Corporation have been developed taking into account recent and proposed
changes in corporate governance standards applicable to the Corporation in
Canada and the United States. The Corporation believes that its corporate
governance practices comply with the guidelines of the TSX and the rules of the
AMEX currently applicable to the Corporation.

2.       BOARD OF DIRECTORS

2.1      ROLE AND RESPONSIBILITIES

(1)      The Board of Directors of the Corporation (BOARD) is responsible for
         supervising the management of the business and affairs of the
         Corporation and its subsidiary entities (CRYSTALLEX GROUP). The
         shareholders of the Corporation elect the directors of the Corporation
         (DIRECTORS) annually at the annual general meeting of shareholders.

(2)      In discharging their responsibilities, the Directors owe the following
         fiduciary duties to the Corporation:

         (a)  a duty of loyalty: they must act honestly and in good faith
              with a view of the best interests of the Corporation; and

         (b)  a duty of care: they must exercise the care, diligence and skill
              that a reasonably prudent person would exercise in comparable
              circumstances.

(3)      The Board has specifically recognized its responsibilities for:

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         (a)  to the extent feasible, satisfying itself as to the integrity of
              the Chief Executive Officer and other senior officers of the
              Corporation and that the Chief Executive Officer and the other
              officers of the Corporation create a culture of integrity
              throughout the Crystallex Group;

         (b)  adopting a strategic planning process and approving annually (or
              more frequently if appropriate) a strategic plan which takes into
              account, among other things, the opportunities and risks of the
              business of the Corporation;

         (c)  identifying the principal risks of the business of the Corporation
              and overseeing the implementation of appropriate systems to manage
              these risks;

         (d)  overseeing the integrity of the internal control and management
              information systems of the Corporation;

         (e)  succession planning (including appointing, training and monitoring
              senior management);

         (f)  adopting a disclosure policy for the Corporation; and

         (g)  developing the Corporation's approach to corporate governance.

(4)      The Board has adopted a Board Charter that, among other things, sets
         out the responsibilities of the Board.

2.2      COMPOSITION

The Corporation currently has nine Directors. The following table sets forth the
name, country of residence, office (if any) with the Corporation, principal
occupation, period of service and share ownership of each Director:
<TABLE>
<CAPTION>

                                                                                                NUMBER OF
                                                                                                COMMON SHARES
      NAME, COUNTRY OF                                                                          BENEFICIALLY OWNED,
      RESIDENCE AND OFFICE (IF         PRINCIPAL                                                CONTROLLED OR
      ANY) WITH THE CORPORATION        OCCUPATION                         DIRECTOR SINCE        DIRECTED
      -------------------------        -----------------------------      --------------        -------------------
<S>                                    <C>                                <C>                            <C>
      Robert A. Fung                   Employee                           December 3, 1996               19,500
      Canada                           Orion Securities Inc.
      Chair of the Board

      Marc J. Oppenheimer              Vice Chair of the Corporation      February 20, 1995             279,910
      United States
      Vice Chair of the Board

      Todd Bruce                       President and                      September 22, 2003             16,100
      Canada                           Chief Executive Officer
      President and                    of the Corporation
      Chief Executive Officer

      Michael J. H. Brown              Principal,                         October 10, 2002                8,546
      Canada                           Capital Markets Advisory
</TABLE>


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<TABLE>
<CAPTION>

                                                                                                NUMBER OF
                                                                                                COMMON SHARES
      NAME, COUNTRY OF                                                                          BENEFICIALLY OWNED,
      RESIDENCE AND OFFICE (IF         PRINCIPAL                                                CONTROLLED OR
      ANY) WITH THE CORPORATION        OCCUPATION                         DIRECTOR SINCE        DIRECTED
      -------------------------        -----------------------------      --------------        -------------------
<S>                                    <C>                                <C>                            <C>
      C. William Longden               Vice Chairman,                     July 25, 2000                  81,114
      Canada                           Marshall, Macklin, Monahan
                                       Limited

      David I. Matheson                Counsel,                           July 25, 2000                  13,779
      Canada                           McMillan Binch LLP

      Harry J. Near                    President,                         May 5, 1997                   126,454
      Canada                           Near Consultants & Associates;
                                       Principal,
                                       The Earnscliffe Strategy Group

      Johan C. van't Hof               President,                         March 12, 2004                 NIL
      Canada                           Tonbridge Corporation

      Armando F. Zullo                 President,                         December 3, 1996              53,102
      Canada                           A.F. Zullo & Company Ltd.
</TABLE>

2.3      POLICY ON INDEPENDENT OF DIRECTORS

(1)      The Corporation has adopted a Policy on Independence of Directors
         (POLICY). The purposes of the Policy are to:

         (a)  set out the test that the Board will use to determine whether a
              Director is independent;

         (b)  identify the criteria that the Board will use to assess whether a
              Director is independent; and

         (c)  describe the disclosure that the Board will provide to
              shareholders of the Corporation with respect to the determination
              of the independence of Directors.

(2)      The test that will be used by the Board to determine whether a Director
         is independent is:

Independent of management or any other direct or indirect material business or
other relationship with the Crystallex Group that could interfere with the
exercise of independent judgement by the Director or the ability of the Director
to act in the best interests of the Corporation.

Generally, a Director will be considered to be independent if he/she satisfies
all the criteria set out in the Policy. In certain circumstances, a Director may
also be considered to be independent even though he/she does not satisfy one or
more of the criteria set out in the Policy.
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(3)      In its annual disclosure materials, the Corporation will include the
         following disclosure:

         (a)  independent and non-independent directors will be identified and
              the basis of the assessment of independence will be stated;

         (b)  any assessment of independence for a Director who does not meet
              all the criteria set out in the Policy will be explained; and

         (c)  all material relationships of each Director with the Crystallex
              Group will be described, including relationships (whether or not
              falling within the criteria set out in the Policy) which the Board
              believes do not affect independence.

(4)      The Board has resolved that, commencing with the annual general meeting
         of shareholders of the Corporation to be held in 2005, a majority of
         the Directors will be independent.

2.4      DISCLOSURE CONCERNING DIRECTOR INDEPENDENCE

(1)      Based on the information provided by each of the Directors and the
         application of the criteria set out in the Policy, the Board has
         determined that four of the nine Directors are independent: Messrs.
         Longden, Near, van't Hof and Zullo.

(2)      The following describes the material business relationships of each
         Director with the Crystallex Group and the Board's assessment of
         whether the Director is independent based on the criteria set out in
         the Policy:

         (a)  Robert A. Fung is an employee of Orion Securities Inc., an
              investment dealer that has acted as agent or underwriter in
              connection with share offerings by the Corporation and provides
              financial advisory services to the Corporation. Mr. Fung is also a
              partner in Osprey Capital Partners, a partnership through which
              Mr. Fung and other partners have provided financial and investment
              banking services to the Corporation. Because of these
              relationships, Mr. Fung is not independent.

         (b)  Marc J. Oppenheimer served as President and Chief Executive
              Officer of the Corporation from February 1995 to September 2003.
              Because of his recent employment by the Corporation, Mr.
              Oppenheimer is not independent.

         (c)  Todd Bruce is currently the President and Chief Executive Officer
              of the Corporation. Because of his employment by the Corporation,
              Mr. Bruce is not independent.

         (d)  Michael J. H. Brown provides consulting services to the
              Corporation through Capital Markets Advisory, a firm of which he
              is Principal. Because of this relationship, Mr. Brown is not
              independent.
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         (e)  C. William Longden is an officer and director of Marshall,
              Macklin, Monaghan Limited and its affiliates (MMM GROUP). Except
              as noted below, he has no relationship with the Corporation other
              than his position as a Director. The MMM Group has provided
              contract advisory services to the Corporation. The fees paid to
              the MMM Group by the Corporation in any year did not exceed the
              thresholds set out in the Policy. The Board does not consider the
              services provided by the MMM Group to the Corporation, or the fees
              paid to the MMM Group by the Corporation, to be material to the
              Corporation or the MMM Group. Mr. Longden is independent.

         (f)  David I. Matheson is counsel to McMillan Binch LLP, a law firm
              that provides legal services to the Corporation. Because of this
              relationship, Mr. Matheson is not independent.

         (g)  Harry J. Near is President of Near Consultants & Associates and
              Principal of The Earnscliffe Strategy Group. He has no
              relationship with the Corporation other than his position as
              Director. Mr. Near is independent.

         (h)  Johan C. van't Hof is President and Principal of Tonbridge
              Corporation. He has no relationship with the Corporation other
              than his position as Director. Mr. van't Hof is independent.

         (i)  Armando F. Zullo is President of A.F. Zullo & Company Ltd. He has
              no relationship with the Corporation other than his position as
              Director. Mr. Zullo is independent.

(3)      Some Directors hold cross-directorships or have other links with other
         Directors through involvement with other corporations or entities. The
         Board has assessed all of these relationships and concluded that none
         of them interferes with the exercise of independent judgment by the
         Directors or the ability of the Directors to act in the best interests
         of the Corporation.

(4)      The Board does not believe that any Director has served on the Board
         for a period that could, or could reasonably be perceived to,
         materially interfere with the Director's ability to act in the best
         interests of the Corporation.

2.5      COMPETENCIES AND SKILLS

The Board believes that the Directors have the mix of competencies and skills
necessary to enable the Board and Board committees to properly discharge their
responsibilities, including:

         (a)  mining industry experience;

         (b)  understanding of project construction, development and management;

         (c)  understanding of the capital markets;

         (d)  financial literacy and understanding of public disclosure
              requirements;
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         (e)  financing experience;

         (f)  government relations experience; and

         (g)  communications and public relations experience.

2.6      CHAIR

Robert A. Fung is the Chair of the Board. He has been Chair since February 12,
1998.

The Chair provides leadership to the Board in discharging its responsibilities.
Among other things, the Chair:

         (a)  is responsible for the day-to-day management of the activities of
              the Board, including facilitating the delivery of accurate, timely
              and clear information to the Board to enable the Board to
              successfully carry out its responsibilities; and

         (b)  oversees the preparation for and management of meetings of
              shareholders of the Corporation.

The Board has adopted a position description for the Chair.

2.7      VICE CHAIR

Marc J. Oppenheimer is the Vice Chair of the Board. He has been Vice Chair since
September 22, 2003. The Vice Chair carries out the responsibilities of the Chair
in the absence of the Chair. The Board has adopted a position description for
the Vice Chair.

2.8      LEAD DIRECTOR

Johan C. van't Hof is the Lead Director. He has been Lead Director since April
15, 2004. The Lead Director works with the Chair to facilitate a Board agenda
that will enable the Board to successfully carry out its responsibilities. He
also schedules, sets the agenda for and chairs separate meetings of the
independent Directors and carries out the responsibilities of the Chair in the
absence of the Chair and the Vice Chair.

The Board has adopted a position description for the Lead Director.

2.9      CORPORATE SECRETARY

Daniel R. Ross is the Secretary of the Corporation. He is also Executive
Vice-President and Corporate Counsel. The Secretary is responsible to the Board
for facilitating compliance with Board procedures. All Directors have access to
the Secretary's advice and services.

2.10     ORIENTATION AND ASSESSMENT

The Board has adopted procedures for the orientation and training of new
Directors.
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The Corporation provides continuing education opportunities for all Directors so
that they can maintain or enhance their knowledge and understanding of the
business of the Corporation and their responsibilities as Directors.

The Board regularly assesses its own effectiveness and the effectiveness and
contribution of each Board committee and Director.

2.11     NOMINATION

The Nominating and Compensation Committee recommends candidates for election as
Directors. The Board approves the final choice of candidates.

2.12     REMUNERATION

Information with respect to the remuneration of Directors is contained in the
Corporation's annual management information circular.

3.       BOARD COMMITTEES

3.1      INTRODUCTION

The Board has established five permanent committees to assist it in carrying out
its responsibilities: Audit Committee, Nominating and Compensation Committee,
Corporate Governance Committee, Finance and Risk Management Committee and
Environment, Health and Safety and Operations Committee.

Each Board committee has a charter setting out its composition, responsibilities
and authority. Other than the President and Chief Executive Officer, no member
of management is a member of any Board committee. Members of management attend
Board committee meetings at the invitation of the committee. The composition and
mandate of each Board committee is set out below.

3.2      AUDIT COMMITTEE

The Audit Committee is comprised of Mr. van't Hof (Chair), Mr. Longden and Mr.
Near, all of whom are independent (as determined by the Board in accordance with
the Policy on Independence of Directors) and financially literate (ie, have the
ability to read and understand a set of financial statements that present a
breadth and level of complexity of accounting issues that are generally
comparable to the breadth and complexity of the accounting issues that can
reasonably be expected to be raised by the financial statements of the
Corporation). Mr. van't Hof is also financially sophisticated (ie, has past
employment experience in finance and accounting both as a Chartered Accountant
and as a regular lecturer to members of the accounting profession on matters of
audit and finance). The role of the Audit Committee is to assist the Board in
fulfilling its corporate governance and oversight responsibilities with respect
to accounting and financial reporting processes, internal financial control
structure, financial risk management systems and external audit function.

The Audit Committee's responsibilities include:

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         (a)  managing, on behalf of the shareholders of the Corporation, the
              relationship between the Corporation and its external auditors;

         (b)  overseeing the external audit;

         (c)  reviewing and approving and recommending to the Board for approval
              the financial statements, MD&A and interim reports of the
              Corporation;

         (d)  overseeing the financial internal control structure and financial
              risk management systems; and

         (e)  establishing certain procedures with respect to, among other
              things, the receipt, retention and treatment of complaints
              received by the Corporation with respect to accounting, internal
              accounting controls or auditing matters and the confidential,
              anonymous submission by employees of the Corporation of concerns
              regarding questionable accounting or auditing matters.

3.3      NOMINATING AND COMPENSATION COMMITTEE

The Nominating and Compensation Committee is comprised of Mr. Near (Chair) and
Mr. Zullo, both of whom are independent (as determined by the Board in
accordance with the Policy on Independence of Directors). The role of the
Nominating and Compensation Committee is to assist the Board in fulfilling its
responsibilities with respect to the composition of the Board, including
recommending to the Board candidates for election or appointment as directors of
the Corporation, the recruitment and compensation of the Chief Executive Officer
and other officers of the Corporation, the compensation of the directors of the
Corporation, executive compensation disclosure and oversight of the compensation
structure and benefit plans and programs of the Corporation.

3.4      CORPORATE GOVERNANCE COMMITTEE

The Corporate Governance Committee is comprised of Mr. Matheson (Chair), Mr.
Brown and Mr. Zullo. The role of the Corporate Governance Committee is to assist
the Board in fulfilling its responsibilities with respect to the composition and
operation of the Board and Board committees and corporate governance standards
and practices.

3.5      FINANCE AND RISK MANAGEMENT COMMITTEE

The Finance and Risk Management Committee is comprised of Mr. Fung (Chair), Mr.
Brown, Mr. Bruce, Mr. Matheson, Mr. Oppenheimer and Mr. van't Hof. The role of
the Finance and Risk Management Committee is to assist the Board in fulfilling
its responsibilities with respect to financial matters, including short- and
long-term financings, issuances of shares, foreign currency, hedging and
derivatives transactions, capital expenditures and long-term commitments and
policies and guidelines for the investment of cash, and its oversight
responsibilities with respect to non-financial risk management systems.

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 3.6     ENVIRONMENT, HEALTH AND SAFETY AND OPERATIONS COMMITTEE

The Environment, Health and Safety and Operations Committee is comprised of Mr.
Longden (Chair), Mr. Brown, Mr. Bruce, Mr. Oppenheimer and Mr. van't Hof. The
role of the Environment, Health and Safety and Operations Committee is to assist
the Board with respect to environment, health and safety matters arising out of
the activities of the Crystallex Group and to oversee the operations of the
Crystallex Group.

4.       CHIEF EXECUTIVE OFFICER

Todd Bruce is the President and Chief Executive Officer.  He is also a Director.
The Chief Executive Officer is responsible for the management of the day-to-day
business and affairs of the Corporation. The Board has adopted a position
description for the Chief Executive Officer.

5.       MANAGEMENT COMMITTEES

The Corporation has two management committees:

         (a)  Executive Management Committee: The Executive Management Committee
              is the principal management group responsible for the operations
              and allocation of the resources of the Corporation. The Executive
              Management Committee is comprised of the Chief Executive Officer
              and other senior officers of the Corporation.

         (b)  Disclosure Committee: The Disclosure Committee is responsible for
              the management of the disclosure practices of the Corporation. The
              Disclosure Committee is comprised of the Chief Executive Officer,
              Chief Financial Officer, Executive Vice-President and Corporate
              Counsel, Vice-President Investor Relations and a representative of
              the Board.

6.   BOARD POLICIES

6.1      INTRODUCTION

In addition to the Policy on Independence of Directors described above, the
Corporation has adopted a Policy on the Provision of Services by External
Auditors, a Code of Business Conduct and Ethics and a Statement of Policies and
Procedures with respect to Confidentiality, Disclosure, Insider Trading and
Tipping and Insider Reporting. Each of these policies is described below.

6.2      POLICY ON PROVISION OF SERVICES BY EXTERNAL AUDITORS

The Audit Committee has adopted a Policy on the Provision of Services by
External Auditors.
Under the Policy:

         (a)  the external auditors may not provide services to the Crystallex
              Group that impair or have the potential to impair the independence
              and objectivity of the external

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              auditors: generally, prohibited services include services where
              the external auditors participate in activities that are normally
              undertaken by management of the Crystallex Group, are remunerated
              through a "success fee" structure, act in an advocacy role for the
              Crystallex Group or may be required to audit their own work;

         (b)  the Audit Committee has pre-approved certain audit and permitted
              non-audit services as services that the auditors may provide to
              the Crystallex Group, including: services that constitute the
              agreed scope of the external audit or interim reviews of the
              Crystallex Group; services that are outside the agreed scope of,
              but are consistent with, the external audit or interim reviews of
              the Crystallex Group; tax services that do not compromise the
              independence and objectivity of the external auditors in relation
              to the external audit; and other services of an advisory nature
              that do not compromise the independence and objectivity of the
              external auditors in relation to the external audit; and

         (c)  an authorization process has been established which provides,
              among other things, as follows: the Chair of the Audit Committee
              may authorize in advance all engagements of the external auditors
              to provide pre-approved services to the Crystallex Group up to a
              maximum of $50,000 for each engagement and $200,000 for all
              engagements in each calendar quarter; the Chief Financial Officer
              may authorize in advance all engagements of the external auditors
              to provide pre-approved services to the Crystallex Group up to a
              maximum of $25,000 for each engagement and $50,000 for all
              engagements in each calendar quarter; the Chair of the Audit
              Committee and the Chief Financial Officer must report all
              engagements authorized by them to the Committee at its next
              meeting; the Audit Committee must authorize in advance all other
              engagements of the external auditors to provide pre-approved
              services to the Crystallex Group; services that are not
              pre-approved services must be authorized by the Committee before
              the external auditors are engaged regardless of the dollar value
              of the services.

Exceptions can be made to this Policy where the exceptions are in the interests
of the Crystallex Group and appropriate arrangements are established to ensure
the independence and objectivity of the external auditors in relation to the
external audit. Any exception must be authorized by the Audit Committee and must
be reported to the Board.

6.3      CODE OF BUSINESS CONDUCT AND ETHICS

The purposes of the Code are to deter wrongdoing and to promote:

         (a)  honest and ethical conduct, including ethical handling of actual
              or apparent conflicts of interest

         (b)  full, fair, accurate, timely and understandable disclosure in all
              reports filed, and other public communications made, by the
              Crystallex Group;

         (c)  compliance with all applicable laws, regulations and rules;

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         (d)  protection and proper use of corporate assets and opportunities;

         (e)  confidentiality with respect to corporate and personal
              information;

         (f)  fair dealing with security holders, customers, suppliers and
              competitors;

         (g)  accountability for adherence to the Code; and

         (h)  prompt internal reporting of violations of the Code.

The Code applies to all Directors, officers and employees of the Crystallex
Group and members of their immediate families and, where applicable, third
parties engaged to represent the Crystallex Group. As a term of their
employment, all employees of the Crystallex Group must agree to abide by the
Code.

6.4      STATEMENT OF POLICIES AND PROCEDURES WITH RESPECT TO CONFIDENTIALITY,
         DISCLOSURE, INSIDER TRADING AND TIPPING AND INSIDER REPORTING

The purposes of the Statement are to set out the policies and procedures of the
Corporation with respect to confidentiality and disclosure and describe the
legal prohibitions on insider trading and tipping and the requirements for
insider reporting. The Statement applies to all Directors, officers and
employees of the Crystallex Group.

As a term of their employment, all employees of the Crystallex Group must agree
to abide by the Statement.




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