Inclusion Criteria:

- Patients must have histologically-confirmed ovarian cancer, primary peritoneal
cancer, or fallopian tube cancer with advanced and/or metastatic disease. All
patients must be considered platinum- and taxane- resistant.

- Platinum resistance is defined as:

1. Progression of disease during platinum or taxane chemotherapy, or

2. Progression of disease within 6 months of completing platinum or taxane
chemotherapy

3. Failure to achieve a complete response, with persistent macroscopic disease,
after 6 cycles of chemotherapy, if the last two cycles had no measurable change
in disease status

- Patients may have had any number of prior chemotherapy regimens, except high dose
chemotherapy an/or peripheral blood stem cell transplantation (high dose: higher than
the standard doses of chemotherapy)

- Patients must have measurable disease.

- Zubrod performance status of < 2.

- Patients must give voluntary written informed consent before performance of any
study-related procedure not part of normal medical care.

- Adequate liver, renal and bone marrow function, defined as:

- Absolute neutrophil count (ANC) > 1.5 x 10^9/L.

- Platelets > 100 x 10^9/L

- Total bilirubin < 1.7 umol/L

- Alanine transaminase (ALT) and aspartate transaminase (AST) < 1.5 x Upper Limits
of Normal (ULN)

- Alkaline phosphatase < 2.5 x ULN.

- Serum creatinine < 1.5 x ULN.

Exclusion Criteria:

- Chemotherapy within four weeks of first course of PS-341. (Patients may have been on
hormonal therapy).

- Patients who previously received high-dose chemotherapy (higher than the standard
doses of chemotherapy) and/or peripheral blood stem cell transplantation.

- Radiation therapy within four weeks of enrollment (excepting palliative XRT).

- Patients not recovered from toxic effects of previous chemotherapy, radiation
therapy, or antibody therapy.

- Patients with > Grade 2 peripheral neuropathy.

- Surgery within four weeks of study enrollment.

- History of severe hypersensitivity reaction to carboplatin

- Electrocardiographic evidence of acute ischemia or new conduction system
abnormalities.

- Myocardial infarction within six months of enrollment.

- Patients with brain metastases or central nervous system disease as evidenced by
clinical symptoms.

- History of other malignancy, except nonmelanoma skin cancer or carcinoma in-situ of
the cervix, unless in complete remission and off all therapy for that disease for a
minimum of 5 years. Chemotherapy given for prior cancers will not exclude patients
from participating in this study.

- Patients with previously documented human immunodeficiency virus (HIV) infection.
HIV-positive patients are excluded from the study based on theoretical concerns
regarding the effect of PS-341 on certain aspects of immune function. NF-KB is a
critical T cell activation protein (including through CD40L/CD 154 stimulation) and
also is involved in cytokine production. Because PS 341 effectively blocks NF-KB and
therefore could reduce or block the ability of T lymphocytes and other immune cells
to fight HIV, PS-341 should not be administered to HIV-positive patients. Additional
experiments in animal models are being conducted to better elucidate the effects of
PS-341 on HIV.

- Uncontrolled intercurrent illness including, but not limited to, ongoing or active
infection, symptomatic congestive heart failure, unstable angina pectoris, or cardiac
arrhythmia.

- Other serious medical or psychiatric illness that could, in the investigator's
opinion, potentially interfere with the completion of treatment according to this
protocol.

- Patients who are pregnant, suspected to be pregnant, or breast-feeding.

- Patients with a known hypersensitivity to PS-341, boron, or mannitol.