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UNITED STATES 
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 40-F

[     ] REGISTRATION STATEMENT PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934

or

[ X ] ANNUAL REPORT PURSUANT TO SECTION 13(a) OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2009                             Commission File Number 001-14620

Crystallex International Corporation
(Exact Name of Registrant as Specified in its Charter)

|Canada                            | 1040                         | 98-1052628         
|--------------------------------- | ---------------------------- | -------------------
|(Province or other Jurisdiction   | (Primary Standard Industrial | (I.R.S. Employer   
|of Incorporation or Organization) | Classification Code Number)  | Identification No )

Suite 1201, 8 King Street East 
Toronto, Ontario 
Canada M5C 1B5 
(416) 203-2448
(Address and telephone number of Registrant's principal executive offices)

Corporation Service Company 
1090 Vermont Avenue, N.W., Suite 430 
Washington, D.C. 20005 
(888) 690-2882
(Name, address and telephone number of agent for service in the United States)

Securities registered or to be registered pursuant to Section 12(b) of the Act:

|Title of each class         | Name of each exchange on which registered
|--------------------------- | -----------------------------------------
|                            |                                          
|Common Shares, no par value | NYSE Amex                                
|                            | Toronto Stock Exchange                   

Securities registered or to be registered pursuant to Section 12(g) of the Act:

None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:

None

For annual reports, indicate by check mark the information filed with this Form:

[X] Annual Information Form             [X] Audited Annual Financial Statements

Indicate the number of outstanding shares of each of the Registrant's classes of capital or common stock as of the close of the period covered by this annual report:

The Registrant had 294,817,719 Common Shares outstanding as at December 31, 2009.

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act 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 whether the Registrant has submitted electronically and posted on its corporate website, if any, every Indicative Data File required to be submitted and posted pursuant to Rule 405 of Regulation
S-T (§ 232.405 of this Chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files).

Yes
[X]              No
[  ]

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|   |                                   
|-- | ----------------------------------
|A. | Disclosure Controls and Procedures

Disclosure controls and procedures are defined by the U.S. Securities and Exchange Commission (the "Commission") as those controls and other procedures that are designed to ensure that information required to be
disclosed by the Registrant in reports filed or submitted by it under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), is recorded, processed, summarized and reported within the time periods specified in the Commission's rules
and forms.

The Registrants management, with the participation of the Chief Executive Officer and Chief Financial Officer has conducted an evaluation pursuant to Rule 13a-15(e) promulgated under the Exchange Act, as amended,
of the effectiveness of the Registrant's disclosure controls and procedures as of the end of the period covered by this annual report. Based on this evaluation, the Registrants Chief Executive Officer and Chief Financial Officer concluded that
such disclosure controls and procedures were effective as at December 31, 2009.

|B. | Management's Report on Internal Control over Financial Reporting
|-- | ----------------------------------------------------------------

The Registrants management, including its Chief Executive Officer and Chief Financial Officer, is responsible for establishing and maintaining adequate internal control over financial reporting (as such term is
defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) and has designed such internal control over financial reporting to provide reasonable assurance regarding the reliability of financial reporting and the preparation and fair presentation of
financial statements for external purposes in accordance with Canadian generally accepted accounting principles (GAAP), including a reconciliation to U.S. GAAP. A companys internal control over financial reporting includes those policies and
procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) 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 (iii) 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 deter misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risks that
controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies and procedures may deteriorate.

The Registrants management has performed an evaluation of the effectiveness of internal control over financial reporting as of December 31, 2009. Based on this evaluation, management has concluded that such
internal control over financial reporting is effective as at December 31, 2009. This evaluation was based on the framework in Internal ControlIntegrated Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission.

The effectiveness of the Registrants internal control over financial reporting as at December 31, 2009 has been audited by PricewaterhouseCoopers LLP (PWC), an independent registered public accounting
firm, as stated in their report which accompanies the Registrant's audited consolidated financial statements for the year ended December 31, 2009, filed as Exhibit 1.2 to this annual report on Form 40-F.

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|   |                                                            
|-- | -----------------------------------------------------------
|C. | Attestation Report of the Registered Public Accounting Firm

The attestation report of PWC is included in its report to the Registrants shareholders, dated March 31, 2010, which accompanies the Registrants audited consolidated financial statements for the fiscal year
ended December 31, 2009, filed as Exhibit 1.2 to this annual report on Form 40-F.

|D. | Changes in Internal Control Over Financial Reporting
|-- | ----------------------------------------------------

There were no changes to internal controls during the period covered by this report ending December 31, 2009.

|E. | Notice of Pension Fund Blackout Period
|-- | --------------------------------------

The Registrant was not required by Rule 104 of Regulation BTR to send any notice to any of its directors or executive officers during the year ended December 31, 2009.

|F. | Audit Committee Financial Expert
|-- | --------------------------------

The Registrant's board of directors has determined that Johan C. van't Hof, an individual serving on the audit committee of the Registrant's board of directors, is an audit committee financial expert within the meaning
of General Instruction B(8)(b) of Form 40-F and is "independent" within the meaning of the rules of NYSE Amex.

The Commission has indicated that the designation of a person as an audit committee financial expert does not make such person an "expert" for any purpose, impose any duties, obligations or liability on such person that
are greater than those imposed on members of the audit committee and the board of directors who do not carry this designation or affect the duties, obligations or liability of any other member of the audit committee or board of directors.

|G. | Code of Ethics
|-- | --------------

The Registrant's board of directors has adopted a code of ethics (the "Code") that applies to all directors and officers. The Registrant's Code can be viewed on its website at www.crystallex.com. The Registrant will
provide a copy of the Code without charge to any person that requests a copy by contacting Investor Relations, Crystallex International Corporation, at the address that appears on the cover of this annual report on Form 40-F.

|H. | Principal Accountant Fees and Services
|-- | --------------------------------------

Audit Fees

The aggregate fees billed by PWC for the fiscal years ended December 31, 2009 and 2008 for professional services rendered by PWC for the audit of the Registrant's annual consolidated financial statements and internal
control over financial reporting and services that are normally provided by PWC in connection with statutory and regulatory filings or engagements for such fiscal years were $868,858 and $1,216,041, respectively.

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Audit-Related Fees

The aggregate fees billed by PWC for the fiscal years ended December 31, 2009 and 2008 for assurance and related services rendered by them in connection with consultations concerning financial accounting and reporting
standards were $24,642 and $75,000, respectively.

Tax Fees

The aggregate fees billed by PWC for the fiscal years ended December 31, 2009 and 2008 for professional services rendered by it for tax compliance, tax advice and tax planning were $nil and $1,376,
respectively.

All Other Fees

The aggregate fees billed by PWC for the fiscal years ended December 31, 2009 and 2008 for services provided by PWC, other than the services reported in the preceding three paragraphs, were $nil and $11,500,
respectively. Services provided under this category includedfees for regulatory filing requirements and the review of prospectuses.

Audit Committee Pre-Approval Policies and Procedures

All audit and non-audit services performed by the Registrant's external auditor must be pre-approved by the audit committee of the Registrant.

|I. | Off-Balance Sheet Arrangements
|-- | ------------------------------

The Registrant is not a party to any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on its financial condition, changes in financial condition, revenues or expenses,
results of operations, liquidity, capital expenditures or capital resources that is material to investors.

|J. | Tabular Disclosure of Contractual Obligations
|-- | ---------------------------------------------

See "Management's Discussion and AnalysisContractual Obligations and Commitments," included in Exhibit 1.3 to this annual report on Form 40-F.

|K. | Identification of Audit Committee
|-- | ---------------------------------

The Registrant has established a standing audit committee in accordance with Section 3(a)(58)(A) of the Exchange Act. The audit committee is comprised of four individuals: Johan C. van't Hof (Chair), C. William Longden,
Harry J. Near and Marc J. Oppenheimer. Each of the members of the audit committee is "independent" within the meaning of applicable securities regulations and the listing standards of NYSE Amex.

|L. | Critical Accounting Policies
|-- | ----------------------------

See "Management's Discussion and AnalysisCritical Accounting Estimates," included in Exhibit No. 1.3 to this annual report on Form 40-F.

|M. | Interactive Data File
|-- | ---------------------

The Registrant is not currently required to submit to the Commission, nor post to its corporate website, an Interactive Data File.

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UNDERTAKING AND CONSENT TO SERVICE OF PROCESS

|A. | Undertaking
|-- | -----------

The Registrant undertakes to make
available, in person or by telephone, representatives to respond to inquiries
made by the Commission staff, and to furnish promptly, when requested to do so
by the Commission staff, information relating to the securities in relation to
which the obligation to file an annual report on Form 40-F arises, or
transactions in said securities.

|B. | Consent to Service of Process
|-- | -----------------------------

The Registrant has previously
filed with the Commission a Form F-X in connection with its Common Shares.

EXHIBITS

The following exhibits are filed as part of this annual report
on Form 40-F:

|Exhibit No. |  | Document                                                                                                                                                                                                                                                                                                                   
|----------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|            |  |                                                                                                                                                                                                                                                                                                                            
|1.1         |  | Annual Information Form
      for the year ended December 31, 2009                                                                                                                                                                                                                                                         
|1.2         |  | Audited Consolidated Financial Statements for
      the year ended December 31, 2009, prepared in accordance with Canadian
      generally accepted accounting principles, together with a
    reconciliation
      to United States generally accepted accounting principles in accordance
      with item 17 of Form 20-F
|1.3         |  | Management's Discussion
      and Analysis for the year ended December 31, 2009                                                                                                                                                                                                                                            
|23.1        |  | Consent of PricewaterhouseCoopers LLP                                                                                                                                                                                                                                                                                      
|23.2        |  | Consent of SNC-Lavalin
      Inc.                                                                                                                                                                                                                                                                                          
|23.3        |  | Consents of Mine Development Associates
      Ltd.                                                                                                                                                                                                                                                                         
|23.4        |  | Consent of J.R. Goode
      and Associates                                                                                                                                                                                                                                                                                 
|23.5        |  | Consent of Richard Spencer                                                                                                                                                                                                                                                                                                 
|31.1        |  | Certification of Chief
      Executive Officer (Principal Executive Officer) pursuant to Section 302 of
      the Sarbanes-Oxley Act of 2002                                                                                                                                                                               
|31.2        |  | Certification of Chief Financial Officer
      (Principal Financial Officer) pursuant to Section 302 of the
      Sarbanes-Oxley Act of 2002                                                                                                                                                                               
|32.1        |  | Certification of Chief
      Executive Officer (Principal Executive Officer) and Chief Financial
      Officer (Principal Financial Officer) pursuant to Section 906 of the
      Sarbanes-Oxley Act of 2002                                                                                                               

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SIGNATURE

Pursuant to the requirements of the Exchange Act, the Registrant certifies that it meets all of the requirements for filing on Form 40-F and has duly caused this annual report to be signed on its behalf by the
undersigned, thereto duly authorized.

|                     | CRYSTALLEX INTERNATIONAL CORPORATION
|-------------------- | ------------------------------------
|                     |                                     
|                     |                                     
|Date: March 31, 2010 | By: /s/                             
|                     | Name:                               
|                     | Title:                              

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EXHIBIT INDEX

|Exhibit No. |  | Document                                                                                                                                                                                                                                                                                                                   
|----------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|            |  |                                                                                                                                                                                                                                                                                                                            
|1.1         |  | Annual Information Form
      for the year ended December 31, 2009                                                                                                                                                                                                                                                         
|1.2         |  | Audited Consolidated Financial Statements for
      the year ended December 31, 2009, prepared in accordance with Canadian
      generally accepted accounting principles, together with a
    reconciliation
      to United States generally accepted accounting principles in accordance
      with item 17 of Form 20-F
|1.3         |  | Management's Discussion
      and Analysis for the year ended December 31, 2009                                                                                                                                                                                                                                            
|23.1        |  | Consent of PricewaterhouseCoopers LLP                                                                                                                                                                                                                                                                                      
|23.2        |  | Consent of SNC-Lavalin
      Inc.                                                                                                                                                                                                                                                                                          
|23.3        |  | Consents of Mine Development Associates
      Ltd.                                                                                                                                                                                                                                                                         
|23.4        |  | Consent of J.R. Goode
      and Associates                                                                                                                                                                                                                                                                                 
|23.5        |  | Consent of Richard Spencer                                                                                                                                                                                                                                                                                                 
|31.1        |  | Certification of Chief
      Executive Officer (Principal Executive Officer) pursuant to Section 302 of
      the Sarbanes-Oxley Act of 2002                                                                                                                                                                               
|31.2        |  | Certification of Chief Financial Officer
      (Principal Financial Officer) pursuant to Section 302 of the
      Sarbanes-Oxley Act of 2002                                                                                                                                                                               
|32.1        |  | Certification of Chief
      Executive Officer (Principal Executive Officer) and Chief Financial
      Officer (Principal Financial Officer) pursuant to Section 906 of the
      Sarbanes-Oxley Act of 2002                                                                                                               



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