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,
2007                                Commission
File Number 001-14620


Crystallex
International Corporation


(Exact
Name of Registrant as Specified in its Charter)


Canada
                (Province or other
      Jurisdiction
                of Incorporation or
      Organization)
              1040
                (Primary Standard
      Industrial
                Classification Code
      Number)
              98-1052628
                (I.R.S.
      Employer
                Identification
      No.)
  Suite
1210, 18 King Street East


Toronto,
Ontario


Canada
M5C 1C4


(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 registeredCommon
      Shares, no par value
            American
      Stock Exchange
              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 261,659,072 Common Shares outstanding as at December 31,
2007





Indicate
by check mark whether the Registrant by filing the information contained in this
Form is also thereby furnishing the information to the Commission pursuant to
Rule 12g3-2(b) under the Securities Exchange Act of 1934 (the "Exchange
Act").  If "Yes" is marked, indicate the file number assigned to the
Registrant in connection with such Rule.


Yes   _____      82-_____     No     X





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     _____










A.
            Disclosure
      Controls and Procedures





As
of December 31, 2007, the end of the period covered by this report, Crystallex
International Corporation (the "Company" or the "Registrant") carried out an
evaluation, under the supervision and with the participation of the Company's
management, including the Company's Chief Executive Officer and Chief Financial
Officer, of the effectiveness of the design and operation of the Company's
disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e)
of the United States Securities Exchange Act of 1934, as amended (the "Exchange
Act") and under Multilateral Instrument 52-109 adopted by the Canadian
Securities regulatory authorities. Based on that evaluation, the Chief Executive
Officer and Chief Financial Officer have concluded that, because of the material
weaknesses discussed below under "Management's Report on Internal Control Over
Financial Reporting", as of December 31, 2007, the Company's disclosure controls
and procedures were not effective.





B.
            Management's
      Report on Internal Control Over Financial
  Reporting





Management
of the company is responsible for establishing and maintaining adequate internal
control over financial reporting.  Because of its inherent
limitations, internal control over financial reporting may not prevent or detect
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 or procedures may deteriorate.




A
material weakness is a significant deficiency (as defined in PCAOB Auditing
Standard No. 2), or a combination of significant deficiencies, that results in
there being more than a remote likelihood that a material misstatement of the
annual or interim financial statements will not be prevented or detected on a
timely basis by management or employees in the normal course of performing their
assigned functions.




Management
has evaluated the effectiveness of the Company’s internal control over financial
reporting as at December 31, 2007 based on the criteria set forth in “Internal
Control–Integrated Framework” issued by the Committee of Sponsoring
Organizations of the Treadway Commission (“COSO”).




Management's
evaluation identified the following three material weaknesses in the Company's
internal control over financial reporting.  Except for the weakness
relating to future income taxes (see (c) below), thematerial weaknesses identified by management did not result (either
individually or collectively) in any adjustments to the Company's annual or
interim consolidated financial statements for the 2007 fiscal year or any prior
period.




As
enunciated below, the Company has determined that internal control over
financial reporting was not effective in preventing possible material
misstatements without further substantive work. Accordingly, additional
substantive procedures were applied subsequently to provide assurance that such
misstatements do not exist, and accordingly believes that the consolidated
financial statements are now free from material misstatements. In addition, the
Company has commenced a number of remediation steps to rectify such weaknesses
in order to diminish the possibility of a material misstatement in 2008. These
are outlined below.




Management
has identified as of December 31, 2007 the following material
weaknesses:





(a)           There
are insufficient controls to monitor and prevent the override of established
controls at the Company’s subsidiaries with respect to existing policies and
procedures, communication of the delegation of authority and the timeliness of
financial analysis and reporting, primarily in remote locations.





(b)           The
Company did not consistently maintain implementation of effective controls over
the purchasing function relating to the documentation of the arrangement with
certain suppliers at the parent entity level and the authorization and approval
of both suppliers and services, primarily at remote locations.





(c)           The
Company did not design and maintain effective controls over the identification
and recognition of timing differences in accounting for future income taxes.
This resulted in an audit adjustment to the Company’s December 31, 2007
consolidated financial statements and the restatement of the Company’s December
31, 2006 and 2005 consolidated financial statements with respect to mineral
properties, future income taxes and operations.










Each of
these material weaknesses could result in a material misstatement to the
Company’s annual consolidated financial statements that would not be prevented
or detected.  Material weaknesses (a) and (b) noted above could also
result in unauthorized acquisition, use, or disposition of the Company’s assets
that could have a material effect on the consolidated financial
statements.





As a
result of the material weaknesses described above, Management has concluded
that, as at December 31, 2007, the Company’s internal control over financial
reporting was not effective.





The
effectiveness of the Company’s internal control over financial reporting as at
December 31, 2007 has been audited by PricewaterhouseCoopers LLP, our
independent auditors, as stated in their report which appears
herein.





Management’s
Plans to Remediate Material Weaknesses





Management,
under the Board’s direction, has undertaken significant additional work to
ensure the consolidated financial statements are free from material misstatement
that may not have been prevented or detected as a result of the material
weaknesses noted.  Furthermore, Management has identified and
commenced the implementation of additional internal control
procedures,  particularly in remote locations, to ensure the
acquisition, use or disposal of the Company’s assets are appropriately
authorized..





Management
has taken the following steps to address the weaknesses identified:





(a)           Monitoring
and override of established controls: Management continues to work with the
subsidiary managers, particularly at remote locations, to ensure corporate
policies and internal control procedures are respected by all and information is
provided on a timely basis.  Training and coordination of activities
amongst the senior managers of the subsidiaries is ongoing.





(b)           Controls
over the purchasing function: Management has begun a process of renewing
and updating the physical documentary support for existing service providers and
suppliers and establishing a regimen of pre-qualifying potential new service
providers and suppliers. Management has implemented additional controls at the
subsidiary level to ensure appropriate approval and timely authorization of
suppliers.  We are continuing to reinforce compliance with these
controls.




(c)           Controls
over accounting for income tax timing differences: Management has restated
the prior years’ financial statements by increasing the carrying value of the
Las Cristinas asset with an offsetting increase to future income taxes.
Management has implemented controls to capture financial reporting balance and
their respective tax basis. Management continues to work with independent expert
advisors, in both Canada and Venezuela, to ensure the timely identification of
those items giving rise to timing differences for income tax
purposes.   Management has implemented controls to ensure the
valuation basis, for both accounting and tax reporting purposes, of the
Company’s assets, is identified, recorded and retained for financial reporting
purposes.




Each of
these material weaknesses could result in a material misstatement to the
Company’s annual consolidated financial statements that would not be prevented
or detected.





As a
result of the material weaknesses described above, management has concluded
that, as of December 31, 2007, the Company’s internal control over financial
reporting was not effective.





C.
            Report
      of Independent Registered Public Accounting
Firm





The
report of our external auditors on the Company’s consolidated financial
statements and effectiveness of internal control over financial reporting is
included in Exhibit 1.2 to this Annual Report on Form 40-F.








D.
            Changes
      in Internal Control Over Financial
Reporting





During the period covered
by this Annual Report on Form 40-F, the
Company remediated three of the four material weaknesses in internal control
over financial reporting identified in the 2006 Annual Report on Form 40-F.
Refer to page 19 of Exhibit 1.3 for the changes to internal controls as a result
of this remediation.All changes in the Registrant's internal
control over financial reporting described in Item B, above, were changes that
occurred subsequent to December 31, 2007.





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 fiscal year ended December 31, 2007.





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)(a) of Form 40-F.  Mr.
van't Hof is independent, as that term is defined in the rules of the American
Stock Exchange.





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. A copy of the Code may be obtained 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 PricewaterhouseCoopers LLP ("PWC"), the Registrant’s
external auditor, for the fiscal year ended December 31, 2007 for professional
services in connection with the audit of the consolidated financial statements
and for services that were provided by PWC in connection with statutory and
regulatory filings or engagements for such fiscal year were
$1,577,500.




The
aggregate fees billed by Deloitte & Touche LLP ("D&T"), the Registrant's
previous auditor, for the fiscal year ended December 31, 2006 for professional
services rendered in connection with the audit of the consolidated financial
statements and for services that were provided in connection with statutory and
regulatory filings or engagements for such fiscal year were
$778,943.




Audit-Related
Fees





The
aggregate fees
billed by PWCfor the fiscal year ended December 31, 2007 and by D&T
for the fiscal yearended December 31, 2006,
for assurance and related services rendered by them that are reasonably related
to the performance of the audit or review of the Registrant's financial
statements and are not reported above as audit fees were $nil and $nil,
respectively.













Tax Fees





The
aggregate fees billed by PWCfor
professional services rendered by it for tax compliance, tax advice and tax
planning for the fiscal year ended December 31, 2007 were $9,195.  The
aggregate fees billed by D&Tfor
professional services
rendered by it for tax compliance, tax advice and tax planning for the fiscal
year ended December 31, 2006 were $29,870.





All
Other Fees





The
aggregate fees billed by PWC for the fiscal year ended December 31, 2007 for
products and services, otherthan
the services reported in the preceding three paragraphs, were $nil. The
aggregate fees billed by D&T for the fiscal years endedDecember 31,
2007 and 2006for products and services, other than the services reported in the preceding
three paragraphs, were
$18,683 and$226,315,
respectively.Products
andservices providedunder
this categoryincludedfees
for regulatory filing requirements and the review of
prospectuses.





Audit
Committee Pre-Approval Policies and Procedures





The Registrant's policy regarding
pre-approval of all audit, audit-related and non-audit services is based upon
compliance with the Sarbanes-Oxley Act of 2002, and subsequent implementing
rules promulgated by the SEC.  The audit committee of the Registrant
has developed a policy on the provision of services by external auditors (the
"Policy"). Under the terms of the Policy:





§
            the
      external auditors may not provide services to the Registrant that impair
      or have the ability to impair the independence and objectivity of the
      external auditors in relation to the external audit function (generally,
      prohibited services include services where the external auditors
      participate in activities that are normally undertaken by management of
      the Registrant, are remunerated through a "success fee" structure, act in
      an advocacy role for the Registrant, or may be required to audit their own
      work);





§
            the
      audit committee has pre-approved certain audit and permitted non-audit
      services as services that the auditors may provide to the Registrant,
      including: services that constitute the agreed scope of the external audit
      or interim reviews of the Registrant; services that are outside the agreed
      scope of, but are consistent with, the external audit or interim reviews
      of Registrant; 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





§
            an
      authorization process has been established which provides, among other
      things, that (i) the audit committee must authorize in advance all
      engagements of the external auditors to provide pre-approved services to
      the Registrant (provided however that the chair of the audit committee and
      the Chief Financial Officer of the Registrant may together authorize in
      advance all engagements of the external auditors to provide pre-approved
      services to the Registrant up to a maximum of C$50,000 per engagement and
      up to a maximum of C$150,000 for all such engagements in each calendar
      quarter and the chair of the audit committee and the Chief Financial
      Officer must report all engagements authorized by them to the audit
      Committee at its next meeting), and (ii) services that are not
      pre-approved services must be authorized by the audit committee before the
      external auditors are engaged regardless of the dollar value of the
      services.





Exceptions can be made to the Policy
where the exceptions are in the interests of the Registrant 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 Registrant's board of
directors.





Since the enactment of the
Sarbanes-Oxley Act of 2002 on July 30, 2002, all services described above under
the captions Audit-Related Fees, Tax Fees and All Other Fees were 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 for the Year Ended December 31, 2007 – Contractual Obligations and
Commitments", included in Exhibit No. 1.3 to this Annual Report on Form
40-F.





K.
            Identification
      of Audit Committee





The Registrant has an audit committee
comprised of three individuals: Johan C. van't Hof (chair), C. William Longden
and Harry J. Near.  Each of the members of the audit committee is
independent as that term is defined by applicable securities laws and applicable
American Stock Exchange rules.





L.
            Critical
      Accounting Policies





See
"Management's Discussion and Analysis for the Year Ended December 31, 2007 –
Critical Accounting Policies and Estimates", included in Exhibit No. 1.3 to this
Annual Report on Form 40-F.










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.











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, 2008
            By:
            /s/
      HEMDAT SAWHName:
            Hemdat
      SawhTitle:
            Chief
      Financial Officer













EXHIBIT
INDEX








Exhibit
              No.
            Document1.1
            Annual
      Information Form for the year ended December 31, 20071.2
            Audited
      Consolidated Financial Statements for the year ended December 31, 2007,
      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 of Results of Operations for the year ended
      December 31, 200723.1
            Consent
      of PricewaterhouseCoopers LLP23.2
            Consent
      of Deloitte & Touche LLP23.3
            Consent
      of SNC-Lavalin Inc.23.4
            Consent
      of Mine Development Associates Ltd.23.5
            Consent
      of J.R. Goode and Associates23.6
            Consent
      of Richard Spencer31.1
            Certification
      of the CEO pursuant to Section 302 of the Sarbanes-Oxley Act of
      200231.2
            Certification
      of the CFO pursuant to Section 302 of the Sarbanes-Oxley Act of
      200232.1
            Certification
      of the CEO and CFO pursuant to Section 906 of the Sarbanes-Oxley Act of
      2002