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                                 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

[X]   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
      ACT OF 1934

      For the fiscal year ended December 31, 2000

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

      For the transition period from            to

                         COMMISSION FILE NUMBER: 0-29574

                                  ALTAREX CORP.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

                           PROVINCE OF ALBERTA, CANADA
                 (JURISDICTION OF INCORPORATION OR ORGANIZATION)

                               610 LINCOLN STREET,
                          WALTHAM, MASSACHUSETTS 02451
                    (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

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

         None

         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: None

         The number of outstanding shares of each of the issuer's classes of
capital or common stock as of January 2, 2002 was 36,663,556 Common Shares.

         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.

                       [X] Yes            [ ] No

         Indicate by check mark which financial statement item the registrant
has elected to follow.

                       [X] Item 17        [ ] Item 18

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ITEM 19: EXHIBITS

     Item 19 to the Registrant's Annual Report on Form 20-F for the fiscal year
ended December 31, 2000 is hereby amended and restated in its entirety as set
forth below.

     The following financial statements together with the reports of Arthur
Andersen LLP, Chartered Accountants and Ernst & Young LLP, Independent
Chartered Accountants thereon, were filed as Exhibit A to the Registrant's
Annual Report on Form 20-F for the fiscal year ended December 31, 2000 and are
incorporated herein by reference:

     FINANCIAL STATEMENTS

     Report of Arthur Andersen LLP, Chartered Accountants
     Report of Ernst & Young LLP, Independent Chartered Accountants
     Consolidated balance sheets as at December 31, 2000 and December 31, 1999
     Consolidated Statements of loss for the years ended December 31, 2000,
       1999 and 1998, and for the period December 1, 1995 to December 31, 2000
     Consolidated statements of shareholders' equity and accumulated deficit
       for the years ended December 31, 2000, 1999, 1998, 1997 1996 and 1995
     Consolidated statements of cash flows for the years ended December 31,
       2000, 1999 and 1998, and for the period December 1, 1995 to December 31,
       2000
     Notes to Consolidated Financial Statements

     EXHIBITS

          The list of Exhibits filed as part of this Annual Report on Form 20-F
are set forth on the Exhibit Index immediately preceding such Exhibits, and is
incorporated herein by this reference.

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                                   SIGNATURES

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



                                            ALTAREX CORP.


                                            By: /s/ Edward M. Fitzgerald
                                                --------------------------------
                                                Edward M. Fitzgerald
                                                Senior Vice President and Chief
                                                Financial Officer


Waltham, Massachusetts
January 8, 2002





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                                  EXHIBIT INDEX


EXHIBIT
NUMBER                         DOCUMENT DESCRIPTION
-------       ------------------------------------------------------------------

1.1(1)        The Articles of the Company dated November 18, 1993 as amended by
              Articles of Amendment dated June 25, 1996 and November 28, 1996.

1.2(1)        Articles of Amalgamation of the Company dated May 31, 1997 as
              amended by Articles of Amendment dated June 27, 1997.

1.3(1)        The Bylaws of the Company dated March 1, 1995.

1.41(1)       Asset Purchase Agreement dated November 24, 1995 among AltaRex
              Inc., Biomira Research Inc. and Biomira Inc.*

1.5(1)        The Share Purchase Agreement.

1.6(2)        Settlement Agreement by and among Biomira Inc. and AltaRex Corp.,
              dated September 3, 1999.

1.7(1)        Letter Agreement dated February 20, 1996 between AltaRex Corp. and
              Merck Frosst Canada Inc.

1.8(2)        Amended and Restated License Agreement between Biomira Inc. and
              AltaRex Corp., dated September 3, 1999.*

1.9(2)        Patent License Agreement between AltaRex Corp. and the National
              Institute of Health, the Centers for Disease Control and
              Prevention and the Food and Drug Administration, dated September
              21, 1999.*

1.10(1)       License Agreement dated November 24, 1995 between Biomira Inc. and
              AltaRex Corp.*

1.11(1)       Assignment of Patent Agreement dated April 4, 1996 between Biomira
              Inc. and AltaRex Corp.

1.12(1)       Employment Contracts dated January 1, 1996, between AltaRex Corp.
              and Dr. Antoine Noujaim.

1.13(2)       Stock Option Plan.

1.15(1)       Assignment of Letter Agreement dated February 20, 1996 between
              AltaRex Corp. and Merck Frosst Canada Inc.

1.16(3)       Sublease Agreement by and between Tufts Associated Health Plans,
              Inc. and AltaRex U.S. Corp. dated April 15, 2000.

1.17(4)       Employment Arrangement dated February 18, 1998 and amended as of
              March 30, 1998 between AltaRex Corp. and Richard E. Bagley.

1.18(3)       Amendments to Employment Arrangement between AltaRex Corp. and
              Richard E. Bagley, dated June 1, 1999 and December 22, 1999.


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1.19(3)       Amendments to Employment Contract between AltaRex Corp. and Dr.
              Antoine Noujaim dated June 3, 1999 and December 22, 1999.

1.20(3)       Employment Contract between AltaRex Corp. and Dr. Christopher
              Nicodemus dated December 16, 1998, as amended on June 1, 1999 and
              December 22, 1999.

1.21(3)       Employment Contract between AltaRex Corp. and Edward Fitzgerald
              dated September 14, 1998, as amended on June 1, 1999 and December
              22, 1999.

1.22(3)       Employment Contract between AltaRex Corp. and Peter C. Gonze dated
              January 24, 2000.

1.23+         Sublease Agreement dated August 21, 2000 between Anadys
              Pharmaceuticals, Inc. and AltaRex US, Corp.

1.24**#       Memorandum of Understanding between AltaRex Corp. and Dompe
              Farmaceutici S.p.A. dated November 15, 2000.

1.25**#       Development and Supply Agreement dated May 1, 2001 between Abbott
              Laboratories and AltaRex US, Corp.

1.26+         Special Warrant Indenture dated June 6, 2001 between AltaRex Corp.
              and Montreal Trust Company of Canada.

1.27+         List of Subsidiaries of AltaRex Corp.

23.1+         Consent of Arthur Andersen LLP.

23.2+         Consent of Ernst & Young LLP.


(1)  Incorporated herein by reference from the Exhibits to the Company's
     Registration Statement on Form 20-F.

(2)  Incorporated herein by reference from the Exhibits to the Company's Amended
     Annual Report on Form 20-F/A for the year ended December 31, 1999.

(3)  Incorporated herein by reference from the Exhibits to the Company's Annual
     Report on Form 20-F for the year ended December 31, 1999.

(4)  Incorporated herein by reference from the Exhibits to the Company's Annual
     Report on Form 20-F for the year ended December 31, 1997.

*    Confidential treatment granted as to certain portions of this Exhibit. The
     confidential redacted information has been filed separately with the
     Securities and Exchange Commission.

**   Filed herewith.

#    Confidential treatment has been requested for certain portions of this
     Exhibit. The confidential redacted information has been filed separately
     with the Securities and Exchange Commission.

+    Previously filed.