Inclusion Criteria:

- Diagnosis of chronic lymphocytic leukemia (CLL)

- Relapsed, refractory, or transformed disease

- Relapsed disease defined as symptomatic loss of a prior partial or complete
response to a regimen containing a purine analog and/or a monoclonal
antibody AND evidence of disease progression

- Primary resistant disease defined as failure to achieve an objective
response to a regimen containing a purine analog and/or a monoclonal
antibody

- Transformed CLL (Richters transformation), must meet both of the following
criteria:

- Histologically confirmed lymphoma

- Measurable disease

- No CNS disease

- Performance status - ECOG 0-2

- Bilirubin ≤ 2 mg/dL (unless elevated due to Gilbert's disease)

- SGOT and SGPT < 3 times upper limit of normal

- Creatinine ≤ 2 mg/dL (unless due to organ leukemic involvement)

- No symptomatic congestive heart failure

- No unstable angina pectoris

- No cardiac arrhythmia

- Not pregnant or nursing

- Negative pregnancy test

- Fertile patients must use effective contraception

- HIV-positive patients allowed provide CD4 counts are normal and no AIDS-defining
disease is present

- No history of allergic reactions attributed to compounds of similar chemical or
biological composition to CCI-779

- No ongoing or active infection

- No psychiatric illness or social situation that would preclude study compliance

- No other concurrent uncontrolled illness

- See Disease Characteristics

- No concurrent prophylactic hematopoietic colony-stimulating factors

- See Disease Characteristics

- More than 2 weeks since prior cytotoxic chemotherapy and recovered

- More than 2 weeks since prior radiotherapy and recovered

- No other concurrent investigational or antitumor agents

- No other concurrent cytotoxic agents

- No concurrent combination antiretroviral therapy for HIV-positive patients