UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549





FORM 20-F/A

(Amendment No. 1)







| ̈ | REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------------

OR



|x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ------------------------------------------------------------------------------------

For the fiscal year ended December 31, 2011

OR



| ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------

For the transition period from
 to

OR



| ̈ | SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | -------------------------------------------------------------------------------------------

Date of event requiring this shell company report

Commission File Number 1-14620





CRYSTALLEX
INTERNATIONAL CORPORATION

(Exact name of Registrant as specified in its charter)





ONTARIO CANADA

(Jurisdiction of Incorporation or organization)

Suite 1201  8
King Street East, Toronto, Ontario, M5B 1B5

(Address of Principal Executive Offices)

Brian Moore, +1-416-203-2448 (telephone), bmoore@crystallex.com, +1-416-203-0099 (facsimile), Suite 1201

 8 King Street East, Toronto, Ontario, Canada M5C 1B5

(Name, Telephone, Email and/or Facsimile number and address of Company contact person)



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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
|None                |  | N/A                                      

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

Common Shares, without par value

(Title of Class)

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

N/A

(Title of Class)





Indicate the number of
outstanding shares of each of the issuers classes of capital or common stock as of the close of the period by the annual report:

365,417,737 common shares

Indicate by check mark if the registrant is a well-known
seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes   ̈    No  x

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or
15(d) of the Securities Exchange Act of 1934.    Yes   ̈    No  x

Note  Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 from their obligations under those Sections.

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   ̈    No  x

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive 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   ̈    No   ̈

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non- accelerated filer. See definition of accelerated filer and large accelerated filer
in Rule 12b-2 of the Exchange Act. (Check one):



| |  |                            |  |                      |  |                          |  | 
| |  | -------------------------- |  | -------------------- |  | ------------------------ |  | 
| |  | Large accelerated filer   ̈ |  | Accelerated filer   ̈ |  | Non-accelerated filer  x |  | 

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in
this filing:



| |  |              |  |                                                                                                          |  |          |  | 
| |  | ------------ |  | -------------------------------------------------------------------------------------------------------- |  | -------- |  | 
| |  | U.S. GAAP   ̈ |  | International Financial Reporting Standards as issued
By the International Accounting Standards Board  x |  | Other   ̈ |  | 

If Other has been checked in response to the previous question, indicate by check mark which financial
statement item the registrant has elected to follow.    Item 17   ̈    Item 18   ̈



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If this is an annual report, indicated by check mark whether the registrant is a shell company (as defined
in Rule 12b-2 of the Exchange Act)    Yes   ̈    No  x

(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of
securities under a plan confirmed by a court. N/A    Yes   ̈    No   ̈









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Explanatory Note

This Amendment No. 1 (Amendment No. 1) to the Annual Report on Form 20-F for the fiscal year ended
December 31, 2011 originally filed with the Securities and Exchange Commission on January 31, 2013 (the Original Form 20-F) is being filed solely for purposes of filing the Certification of the Chief Executive Officer Pursuant
to Section 302, the Certification of the Chief Financial Officer Pursuant to Section 302 and the Certification of the CEO and CFO Pursuant to Section 906 as Exhibits 12.3, 12.4 and 13, respectively. Accordingly, Item 19 of the
Original Form 20-F has also been amended and restated, as set forth herein, to reflect the filing of such certifications.

Other than as expressly set forth above, this Amendment No. 1 does not, and does not purport to, amend, update or restate the
information in any other item of the Original Form 20-F or reflect any events that have occurred since the Original Form 20-F was originally filed.



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ITEM 19: EXHIBITS

1.1 Articles of Incorporation, as amended

1.2 Bylaws

2.1 Shareholders rights plan(a)

2.2 Note Indenture(b)

2.3 First Supplemental Indenture(c)

4.1 Senior Secured Credit Agreement, dated as of April 23, 2012, by and between Crystallex International Corporation and Tenor
Special Situation Fund 1, LLC(d)

4.2 Employment Contract with Robert Fung



|8. | List of subsidiaries of Crystallex International Corporation
|-- | ------------------------------------------------------------



|11. | Code of business conduct and ethics
|--- | -----------------------------------

12.1
Certification of Chief Executive Officer of the Company

12.2 Certificate of Chief Financial Officer of the Company

12.3 Certification of the Chief Executive Officer Pursuant to Section 302

12.4 Certification of the Chief Financial Officer Pursuant to Section 302



|13. | Certification of the CEO and CFO Pursuant to Section 906
|--- | --------------------------------------------------------

15.1 Audit Committee Charter



|(a) | Incorporated by reference to Crystallex International Corporations Form 6-K filed on March 21, 2012 (File No. 001-14620)
|--- | ------------------------------------------------------------------------------------------------------------------------

|(b) | Incorporated by reference to Crystallex International Corporations filing of December 23, 2004 on the System for Electronic Document Analysis and Retrieval (SEDAR
 Canadian Securities Administrators)
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(c) | Incorporated by reference to Crystallex International Corporations filing of December 23, 2004 on the System for Electronic Document Analysis and Retrieval (SEDAR
 Canadian Securities Administrators)
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(d) | Incorporated by reference to Crystallex International Corporations Form 6-K filed on April 30, 2012 (File No. 001-14620)
|--- | ------------------------------------------------------------------------------------------------------------------------

Signatures

The registrant hereby
certifies that it meets all of the requirements for filing on Form 20-F/A and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.



Crystallex International Corporation/s/ Robert CrombieRobert Crombie, PresidentFebruary 8, 2013Date