UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 6-K

                        REPORT OF FOREIGN PRIVATE ISSUER
                        PURSUANT TO RULE 13a-16 OR 15d-16
                     OF THE SECURITIES EXCHANGE ACT OF 1934




For the Month of May, 2003

Commission File Number:  000-29574

ALTAREX CORP.
(Exact name of registrant as specified in its charter)

1601 TRAPELO ROAD, SUITE 350
WALTHAM, MA, USA 02451
(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports
under cover Form 20-F or Form 40-F:

Form 20-F      X       Form 40-F
            -------               -------

Indicate by check mark if the registrant is submitting the Form 6-K in paper as
permitted by Regulation S-T Rule 101(b)(1): ____

Indicate by check mark if the registrant is submitting the Form 6-K in paper as
permitted by Regulation S-T Rule 101(b)(7): ____

Indicate by check mark whether by furnishing the information contained in this
Form, the registrant is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes               No    X
     -------          ------

If "Yes" is marked, indicate below the file number assigned to the registrant in
connection with Rule 12g3-2(b): 82-______

On May 15, 2003, AltaRex Corp. (the "Company") announced certain changes in the
Company's management and a restructuring program to prioritize the Company's
initiatives and reduce operating costs. The full text of the press release
issued in connection with the announcement is attached as Exhibit 99.1 to this
report on Form 6-K and is incorporated herein by reference.



                                INDEX TO EXHIBITS

EXHIBIT NO.                              DESCRIPTION
- -----------                              -----------

99.1             Press Release Regarding Restructuring and Management Changes,
                 dated May 15, 2003.







                                   SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the Company has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

                                       ALTAREX CORP.

                                       By:  /s/ Dr. Antoine A. Noujaim
                                          --------------------------------
                                       Name:    Dr. Antoine A. Noujaim

                                       Title:   President and
                                                Chief Executive Officer

                                       Date:    May 15, 2003