EXHIBIT 11.1


                       CRYSTALLEX INTERNATIONALCORPORATION

                       CODE OF BUSINESS CONDUCT AND ETHICS

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                                TABLE OF CONTENTS

1.       Introduction.........................................................2
2.       Purposes.............................................................2
3.       Compliance...........................................................2
   3.1   Violations...........................................................2
   3.2   Accountability.......................................................3
   3.3   Reporting............................................................3
   3.4   Assistance...........................................................3
4.   Policies and Standards...................................................4
   4.1   Compiance with Laws..................................................4
   4.2   Relationships with Governmental Authorities..........................4
   4.3   Political Activities.................................................4
   4.4   Financial Inducements................................................4
   4.5   Gifts and Benefits...................................................4
   4.6   Conflicts of Interest................................................5
   4.7   Personal Information.................................................6
   4.8   Confidential Information.............................................6
   4.9   Public Disclosure....................................................7
   4.10  Insider Trading......................................................7
   4.11  Information Systems..................................................8
   4.12  Financial Books and Records..........................................8
   4.13  Ore Reserves.........................................................9
   4.14  Corporate Social Responsibility.....................................10
   4.15  Health and Safety...................................................10
   4.16  Environment.........................................................10
   4.17  Equality in Employment..............................................10

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1.       INTRODUCTION

The board of directors (BOARD) of Crystallex International Corporation
(CORPORATION) has developed this Code for the purposes set out below. The Code
applies to all directors, officers and employees (EMPLOYEES) of the Corporation
and its subsidiary entities (CRYSTALLEX GROUP) and members of their immediate
families and, where applicable, third parties engaged to represent the
Crystallex Group.

The Code is not a prescriptive set of rules. Rather, it is a practical set of
policies and standards intended to guide and influence behaviour. As a result,
the exercise of common sense and good judgment is required with respect to
matters not specifically covered by the Code.

The Board will review and if appropriate make changes to the Code annually. All
changes to the Code will be promptly disclosed to the shareholders of the
Corporation.

2.       PURPOSES

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

     2.1  honest and ethical conduct, including ethical handling of
          actual or apparent conflicts of interest between personal and
          business relationships;

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

     2.3  compliance with all applicable laws, regulations and rules;

     2.4  protection and proper use of corporate assets and opportunities;

     2.5  confidentiality with respect to corporate and personal information;

     2.6  fair dealing with security holders, customers, suppliers and
          competitors;

     2.7  accountability for adherence to the Code; and

     2.8  prompt internal reporting of violations of the Code.

3.       COMPLIANCE

3.1      VIOLATIONS

All Employees must comply with the Code. Employees who violate the Code may be
subject to disciplinary action, including dismissal.

Any waiver of the Code with respect to officers and directors of the Corporation
may only be made by the Board and must promptly be disclosed to the shareholders
of the Corporation.

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No punishment or disciplinary or retaliatory action may be taken against an
Employee for complying with the Code.

3.2      ACCOUNTABILITY

All Employees must be familiar with the Code and seek assistance from their
manager or the Corporate Counsel of the Corporation (CORPORATE COUNSEL) or his
designate if they do not understand any part of the Code or what to do in any
particular situation.

The officers of the Crystallex Group are responsible to the Board for ensuring
that Employees comply with the Code and must take reasonable steps to ensure
that all Employees and, where applicable, third parties engaged to represent the
Crystallex Group are familiar and comply with the Code.

3.3      REPORTING

Employees must report any case of suspected fraud, theft, bribery or other
illegal activity involving the Crystallex Group to one or more of the following
individuals: their manager, the Corporate Counsel or his designate, the Chief
Executive Officer of the Corporation, the Chair of the Audit Committee or the
Chair of the Board.

Employees must also report any suspected serious breach of the Code to one or
more of the following individuals: their manager, the Corporate Counsel or his
designate, the Chief Executive Officer of the Corporation, the Chair of the
Audit Committee or the Chair of the Board.

Unless otherwise determined, the Corporate Counsel is responsible for
investigating all reports and taking appropriate action, including advising the
Chief Executive Officer of the Corporation, the Chair of the Audit Committee and
the Chair of the Board.

3.4      ASSISTANCE

Employees who do not understand any part of the Code or what to do in any
particular situation should seek assistance from their manager or from the
Corporate Counsel or his designate.

The Corporate Counsel can be contacted as follows:

Daniel Ross
Executive Vice-President and Corporate Counsel
Crystallex International Corporation
Suite 1210
18 King Street East
Toronto, ON  M5C 1C4

Telephone:        416.777.7323
Fax:              416.203.0099
E-mail:           dross@crystallex.com

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4.       POLICIES AND STANDARDS

4.1      COMPLIANCE WITH LAWS

Employees must understand and comply with the letter and, where clear, the
spirit of all laws, regulations and rules applicable to the Crystallex Group and
their own work. Ignorance does not excuse the obligation to comply.

4.2      RELATIONSHIPS WITH GOVERNMENTAL AUTHORITIES

The Crystallex Group seeks to have open, honest and constructive relationships
with all governments and governmental, regulatory and other similar bodies
having jurisdiction or authority over the Crystallex Group and its business and
operations (GOVERNMENTAL AUTHORITIES).

All information provided by Employees to Governmental Authorities must be full,
fair, accurate, timely and understandable.

4.3      POLITICAL ACTIVITIES

The Crystallex Group is impartial with respect to party politics.

Employees may participate in political activities as long as they do not do so
on company time and do not use the financial or other resources of the
Crystallex Group.

4.4      FINANCIAL INDUCEMENTS

Employees must not make payments or give gifts or other favours to third parties
to induce or influence them to give business opportunities to, or make business
decisions in favour of, the Crystallex Group. Bribes, "kick-backs", secret
commissions and similar irregular payments are prohibited.

Minor "facilitating payments" (ie, payments to government officials for
expediting routine governmental work or services that they are otherwise
required to perform) may be made if the work or service is necessary, there is
no reasonable alternative to making the payment, the type and amount of the
payment is consistent with what is customary, the payment will not expose the
Crystallex Group or its employees to legal action under applicable law or
regulation, the Corporate Counsel or his designate has approved the payment and
an accurate record is kept of the details of the payment (eg, date, amount,
person to whom paid and reason for payment).

4.5      GIFTS AND BENEFITS

Employees must exercise care and good judgment in accepting or offering
business-related gifts.

Accepting or offering business-related gifts of moderate value is acceptable in
situations where business-related gift giving is legal and in accordance with
local business practice and the gifts involved are appropriate for the occasion.
Employees must not, however, accept or offer business-related gifts of any kind
in circumstances that could be perceived as inducing or influencing the
recipient to give business opportunities to, or make business decisions in
favour

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of, the Crystallex Group. If there is any doubt with respect to a particular
situation, Employees should seek assistance from their manager or from the
Corporate Counsel or his designate.

Employees who accept gifts must report the gift to their manager or the
Corporate Counsel and his designate. The monetary value of the gift, local
customs and legal requirements will be considered when determining whether the
gift should be retained by the Employee, given to the Crystallex Group or
returned. A gift that is given to the Crystallex Group will normally be donated
to a charity or made available to all Employees in the applicable work unit.

The following items must not be accepted or offered as gifts under any
circumstances, regardless of value:

           (i)  cash or personal cheques,

          (ii)  drugs or other controlled substances,

         (iii)  product or service discounts that are not available to all
                Employees,

          (iv)  personal use of accommodation or transportation, and

           (v)  payments or loans to be used toward the purchase of personal
                property (other than borrowing on commercial terms from entities
                who are in the business of lending).

No Employee may request a gift of any kind from a supplier, customer or other
person with whom the Crystallex Group conducts business or from a competitor of
the Crystallex Group.

4.6      CONFLICTS OF INTEREST

Employees must avoid all situations where their personal interests may conflict,
or may be perceived to conflict, with their duties to the Crystallex Group.

The following factors should be considered in evaluating any particular
situation:

           (i)  any potential positive or negative impact on the Employee's job
                performance or responsibilities;

          (ii)  whether the Employee has access to confidential information;

         (iii)  any potential positive or negative impact on the business or
                operations of the Crystallex Group;

          (iv)  any potential positive or negative impact on the relationships
                between the Crystallex Group and its customers, suppliers or
                service providers;

           (v)  any potential positive impact on a competitor's position;

          (vi)  any potential financial or other benefit (direct or indirect) to
                the Employee or customer, supplier or other person with whom the
                Crystallex Group conducts business; and

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         (vii)  whether the matter would appear improper to an outside observer.

The following are examples of situations in which a possible conflict of
interest may arise:

           (i)  employment by or service to (eg, as a consultant or director) a
                competitor, customer, supplier or person with whom the
                Crystallex Group conducts business;

          (ii)  having, directly or indirectly, a significant financial interest
                in any entity that does business, seeks to do business or
                competes with the Crystallex Group;

         (iii)  accepting gifts, favours, loans (other than borrowing on
                commercial terms from entities that are in the business of
                lending) or preferential treatment from any person that does
                business, seeks to do business or competes with the Crystallex
                Group unless consistent with the policy described under "Gifts
                and Benefits" above;

          (iv)  conducting business on behalf of the Crystallex Group with
                immediate family members or an entity in which an Employee or
                his/her immediate family members or friends have a significant
                financial interest; and

           (v)  taking personal advantage of opportunities that are presented to
                or discovered by an Employee as a result of his/her position
                with the Crystallex Group or through the use of the property or
                information of the Crystallex Group.

If there is any doubt with respect to a particular situation, Employees should
seek assistance from their manager or from the Corporate Counsel or his
designate.

4.7      PERSONAL INFORMATION

Employees who collect personal information from other Employees or third parties
on behalf of the Crystallex Group must do so in a lawful, ethical and
non-intrusive manner and must inform the individual involved in advance of the
purpose for which information is being collected. Employees must take
appropriate steps to ensure that all personal information collected by them is
accurate and is retained for no longer than necessary.

Employees must maintain the confidentiality of all personal information held by
the Crystallex Group. Employees must not disclose such personal information to
other Employees unless it is reasonably required by them to perform their jobs.
Employees must not disclose such personal information to third parties unless
required by applicable law or regulation (and then only to the extent required)
or unless the informed consent of the relevant individual has been obtained.

4.8      CONFIDENTIAL INFORMATION

All information that has been developed or acquired by the Crystallex Group,
including technical, financial and business information, and not generally
disclosed (CONFIDENTIAL INFORMATION) is the property of and confidential to the
Crystallex Group and must be protected against theft, loss or misuse.

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Employees must not disclose confidential information to other Employees without
authorization from their manager unless it is reasonably required by them to
perform their jobs. Employees must not reveal confidential information to third
parties (other than approved auditors, lawyers and other professional advisors,
financial advisors and banks or other financial institutions) without
authorization by the Corporate Counsel or his designate. Such disclosure should
be limited only to those who "need-to-know" and be made pursuant to a
confidentiality agreement restricting the recipient from disclosing or using the
information in an unauthorized manner.

See also the Statement of Policies and Procedures with respect to
Confidentiality, Disclosure, Insider Trading and Tipping and Insider Reporting
of the Corporation.

Employees must use confidential information only for authorized purposes on
behalf of the Crystallex Group and not for their own personal gain or benefit.

4.9      PUBLIC DISCLOSURE

The Corporation is required to make public disclosure of all information with
respect to the business, operations or capital of the Crystallex Group that
would reasonably be expected to have a significant effect on the market price or
value of the securities of the Corporation (MATERIAL INFORMATION). Employees
must advise the Corporate Counsel of any developments that may constitute
material information.

The Disclosure Committee is responsible for coordinating disclosure of all
material information and must approve all internally produced materials
containing confidential information (eg, press releases, reports for
Governmental Authorities) before they are released or distributed outside the
Crystallex Group.

Employees must not make public statements or speeches on topics related to the
business and operations of the Crystallex Group without first obtaining the
authorization of the Corporate Counsel or his designate.

See also the Statement of Policies and Procedures with respect to
Confidentiality, Disclosure, Insider Trading and Tipping and Insider Reporting
of the Corporation.

4.10     INSIDER TRADING

Employees are prohibited from buying or selling securities of the Corporation,
or securities of a company in a "special relationship" with the Corporation,
while in possession of material information concerning the Corporation or the
special relationship company that has not been generally disclosed. Employees
are also prohibited from disclosing such material information to third parties
except in the necessary course of business. These prohibitions also apply to
persons to whom Employees may disclose such material information (eg, immediate
family members or friends).

A company is in a "special relationship" with the Corporation if such company
owns, directly or indirectly, 10% or more of the shares of Crystallex or the
company is proposing to make a take-over bid for Crystallex, effect a merger or
business combination with Crystallex, acquire a

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substantial interest in Crystallex or its property or enter into any other
transaction with Crystallex that is material to Crystallex.

See also the Statement of Policies and Procedures with respect to
Confidentiality, Disclosure, Insider Trading and Tipping and Insider Reporting
of the Corporation.

4.11     INFORMATION SYSTEMS

The computers and other information systems (eg, voice mail, electronic mail,
the Internet, facsimile) of the Crystallex Group (INFORMATION SYSTEMS) are
valuable assets of the Crystallex Group.

Employees must comply with the following policies when conducting business on
the information systems:

           (i)  Employees must protect and maintain the confidentiality of all
                information communicated or stored using the information
                systems, including using passwords and properly secured
                communication methods.

          (ii)  Employees may use the information systems for modest personal
                use if such use is unrelated to outside business activities,
                does not interfere with the business or operations of the
                Crystallex Group and is not performed during working hours.

         (iii)  Employees must not illegally copy information system software
                in the course of their employment.

          (iv)  All electronic or automated messages created, distributed or
                stored on the information systems are the property of the
                Crystallex Group. The Crystallex Group may access these messages
                from time to time for any reason including to investigate
                breaches of security or company procedures or to respond to
                external requests for information that the Crystallex Group is
                required to provide legally.

           (v)  Offensive material (eg, pornography, hate literature) is
                prohibited.

          (vi)  Sensitive transactions (eg, take-over bids, acquisitions) must
                not be conducted electronically unless an appropriate level of
                security is implemented to protect confidential information.

4.12     FINANCIAL BOOKS AND RECORDS

All financial and other transactions involving or affecting the Crystallex Group
must be properly authorized and approved and fully and accurately recorded in
the financial books and records of the Crystallex Group in accordance with
applicable laws and regulations, the controls and procedures of the Crystallex
Group, generally accepted accounting principles and the highest standards of
integrity.

Employees responsible for establishing and managing the financial reporting
systems of the Crystallex Group (FINANCE EMPLOYEES) must ensure that:

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         (i)    all business transactions are properly authorized;

         (ii)   all records fairly and accurately reflect the transactions or
                occurrences to which they relate;

         (iii)  all records fairly and accurately reflect in reasonable detail
                the assets, liabilities, revenues and expenditures of the
                Crystallex Group;

         (iv)   the accounting records do not contain any false or intentionally
                misleading entries;

         (v)    no transactions are intentionally misclassified as to accounts,
                departments or accounting periods; and

         (vi)   all transactions are supported by accurate documentation in
                reasonable detail and recorded in the proper account and in the
                proper accounting period.

Officers responsible for establishing and managing the financial reporting
systems of the Crystallex Group must establish and maintain procedures to:

         (i)    educate Finance Employees about, and monitor their compliance
                with, applicable laws and regulations;

         (ii)   identify any possible violations of applicable laws and
                regulations and report them to the Corporate Counsel and the
                Audit Committee;

         (iii)  encourage and reward professional integrity;

         (iv)   eliminate any pressure to achieve specific financial results by
                altering records and other entries, misapplying accounting
                principles or entering into transactions that are designed to
                circumvent accounting controls or otherwise disguise the true
                nature of the transaction; and

         (v)    encourage Finance Employees to report deviations from accounting
                practices and procedures.

Employees must not conceal information relating to the Crystallex Group from
management or the auditors or legal advisors of the Crystallex Group.

Employees must protect the financial books and records of the Crystallex Group
from destruction or tampering.

Questions relating to the financial books and records of the Crystallex Group
should be referred to the Chief Financial Officer of the Corporation.

4.13     ORE RESERVES

         The ore reserves and mineral resources of the Crystallex Group must be
calculated in accordance with established industry procedures and defined in a
manner consistent with applicable laws,

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regulations and rules. Ore reserve and other mineral resource estimates are
confidential information until generally disclosed.

4.14     CORPORATE SOCIAL RESPONSIBILITY

The Crystallex Group is committed to sustainable development. Health, safety,
environment and community responsibilities are integral to the way in which the
Crystallex Group conducts its business.

4.15     HEALTH AND SAFETY

The most valuable assets of the Crystallex Group are its people. The Crystallex
Group is committed to providing a safe, healthy and productive work environment
and promoting safe and productive work practices throughout its operations.

Employees must comply with all occupational health and safety laws, regulations
and rules applicable to the business and operations of the Crystallex Group and
their own work. Employees have a responsibility to promote health and safety in
the workplace and must report or correct dangerous conditions immediately so
that workplace accidents are minimized.

The misuse of drugs and other controlled substances, both legal and illegal,
interferes with a safe, healthy and productive work environment and is
prohibited. Employees must not use, possess, distribute or sell illegal drugs or
other controlled substances on premises or in vehicles owned, leased or occupied
by the Crystallex Group or while conducting business for or on behalf of the
Crystallex Group.

Employees must not work while under the influence of drugs or alcohol. Employees
who are taking a drug or other medication, whether or not prescribed by a
physician, that could impair judgment, coordination or other senses important to
the safe and productive performance of work, must notify their manager before
starting work. The manager will determine whether the Employee can work and will
impose any necessary work restrictions.

4.16     ENVIRONMENT

Employees must comply with all environmental laws, regulations and rules
applicable to the business and operations of the Crystallex Group and their own
work.

4.17     EQUALITY IN EMPLOYMENT

The Crystallex Group does not permit discrimination, intimidation or harassment
of, or by, Employees on the basis of race, gender, marital status, national
origin or religious beliefs or on the basis of any other personal
characteristics protected by law. Employees are entitled to freedom from sexual
and all other forms of personal harassment. They are also entitled to have their
dignity honoured and their rights protected.

Discrimination is not permitted anywhere in the Crystallex Group or in any part
of the employment relationship, including recruitment, promotion, training,
opportunities, salary, benefits and terminations. Employees must promote and
maintain an environment that encourages personal respect and mutual trust.
Differences between individuals, such as race, gender, religion and physical
limitations, must be respected.
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