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                                                                    EXHIBIT 23.3



                         CONSENT OF INDEPENDENT AUDITORS


     We hereby consent to the incorporation by reference in the Registration
Statement Form S-8 pertaining to the Stock Option Plan of AltaRex Corp. of our
report dated February 12, 1999, with respect to the financial statements and
schedules of AltaRex Corp. included in the Annual Report on Form 20-F for the
year ended December 31, 1999.


/s/ ERNST & YOUNG LLP


Edmonton, Canada
May 25, 2001