UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, DC 20549
 
 FORM 40-F
 o
    
    REGISTRATION STATEMENT PURSUANT TO SECTION 12 OF THE
SECURITIES EXCHANGE ACT OF 1934
 or
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13(a) OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended December 31, 2008           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. Employerof 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)
 
  Title of each class
    
    Name of each exchange on which registeredCommon Shares, no par value
    
    NYSE Amex
Toronto Stock Exchange
 None
 None
  þ Annual Information Form
    
    þ Audited Annual Financial Statements
  The Registrant had 294,817,719 Common Shares outstanding as at December 31, 2008.
  þ o




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A. Disclosure Controls and Procedures
   B. Managements Report on Internal Control Over Financial Reporting
   Internal ControlIntegrated Framework
 1




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C. Attestation Report of the Registered Public Accounting Firm
  D. Changes in Internal Control Over Financial Reporting
  E. Notice of Pension Fund Blackout Period
  F. Audit Committee Financial Expert
   G. Code of Ethics
  H. Principal Accountant Fees and Services
 Audit Fees
  2




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Audit-Related Fees
  Tax Fees
  All Other Fees
  Audit Committee Pre-Approval Policies and Procedures
  I. Off-Balance Sheet Arrangements
  J. Tabular Disclosure of Contractual Obligations
  K. Identification of Audit Committee
  L. Critical Accounting Policies
  3




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UNDERTAKING AND CONSENT TO SERVICE OF PROCESS
 A. Undertaking
  B. Consent to Service of Process
  EXHIBITS
  ExhibitNo.
    
    Document1.1
    
    Annual Information Form for the year ended December 31, 20081.2
    
    Audited Consolidated Financial Statements for the year ended
December 31, 2008, 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-F1.3
    
    Managements Discussion and Analysis for the year ended December
31, 200823.1
    
    Consent of PricewaterhouseCoopers LLP23.2
    
    Consent of SNC-Lavalin Inc.23.3
    
    Consent of Mine Development Associates Ltd.23.4
    
    Consent of J.R. Goode and Associates23.5
    
    Consent of Richard Spencer31.1
    
    Certification of Chief Executive Officer (Principal Executive
Officer) pursuant to Section 302 of the Sarbanes-Oxley Act of 200231.2
    
    Certification of Chief Financial Officer (Principal Financial
Officer) pursuant to Section 302 of the Sarbanes-Oxley Act of 200232.1
    
    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
 4




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SIGNATURE
  CRYSTALLEX INTERNATIONAL CORPORATIONDate: March 31, 2009
    By:

/s/
Hemdat SawhName:
    Hemdat SawhTitle:
    Chief Financial Officer 5




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EXHIBIT INDEX
 ExhibitNo.
    
    Document1.1
    
    Annual Information Form for the year ended December 31, 20081.2
    
    Audited Consolidated Financial Statements for the year ended December
31, 2008, 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-F1.3
    
    Managements Discussion and Analysis for the year ended December 31, 200823.1
    
    Consent of PricewaterhouseCoopers LLP23.2
    
    Consent of SNC-Lavalin Inc.23.3
    
    Consent of Mine Development Associates Ltd.23.4
    
    Consent of J.R. Goode and Associates23.5
    
    Consent of Richard Spencer31.1
    
    Certification of Chief Executive Officer (Principal Executive Officer)
pursuant to Section 302 of the Sarbanes-Oxley Act of 200231.2
    
    Certification of Chief Financial Officer (Principal Financial Officer)
pursuant to Section 302 of the Sarbanes-Oxley Act of 200232.1
    
    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