Inclusion Criteria:

- Pathologic diagnosis of Non-Hodgkin's Lymphoma of the mantle cell sub-type lymphoma
only, as determined by morphologic assessment and consistent immunophemotypic markers

- Newly diagnosed and patients who have received prior treatment are eligible

- Measurable or evaluable disease

- Karnofsky performance status greater or equal to 50%

- Men and women, age greater or equal to 18 years old

- AGC greater or equal to 1.0; platelets greater or equal to 75,000; Hemoglobin greater
or equal to 8.0 (unless because of lymphomatous infiltration of the marrow)

- Creatinine less than 2.0; bilirubin less than 2.0; SGOT less than 3 times upper limit
of normal (unless elevations are due to lymphomatous involvement)

- Women of child bearing potential must have negative pregnancy test within 14 days of
study entry.

- Signed informed consent

Exclusion Criteria:

- History of congestive heart failure or significant cardiac disease

- Prior exposure to either fludarabine or mitoxantrone. Prior exposure to rituximab
allowed

- Active infection

- HIV seropositive

- Pregnant or lactating females

- Second active malignancy, other than squamous cell skin cancer,in-situ cervical
cancer, or history of other cancer diagnosed within the preceding 5 years

- Presence of psychological or emotional disorders which would make valid informed
consent impossible