Inclusion Criteria:

- Diagnosis of CD20 + CLL

- Peripheral blood absolute lymphocyte count of > 5,000/mm3 obtained within 2 weeks
prior to randomization.

- The lymphocytosis must consist of small to moderate size lymphocytes, with ≤55% (no
greater than 55%) prolymphocytes, atypical lymphocytes, or lymphoblasts
morphologically.

- Phenotypically characterized CD20 + CLL defined as: 1) the predominant population of
cells share B-cell antigens with CD5 in the absence of other pan-T-celI markers (CD3,
CD2, etc.); 2) B-cell expresses either kappa or lambda light chains; and 3) surface
immunoglobulin (slg) with low-cell surface density expression.

- Splenomegaly, hepatomegaly or lymphadenopathy are not required for the diagnosis of
CLL.

- Must require chemotherapy. Indications for chemotherapy are one or more of the
following:

- One or more of the following disease-related symptoms

- Weight loss >10% within the previous 6 months.

- Fevers of greater than 100.0° F for 2 weeks without evidence of infection.

- Night sweats without evidence of infection.

- Evidence of progressive marrow failure as manifested by the development of or
worsening of anemia (< 10 g/dl) and/or thrombocytopenia (< 100,000/mm3).

- Massive (i.e., > 6 cm below left costal margin) or progressive splenomegaly.

- Massive nodes or clusters (i.e., > 10 cm in longest diameter) or progressive

- adenopathy.

- Progressive lymphocytosis with an increase of> 50% over 2 month period, or an
anticipated doubling time of less than 6 months.

- NOTE: Marked hypogammaglobulinemia or the development of a monoclonal protein in the
absence of any of the above criteria for active disease are not sufficient for
protocol therapy.

- Serum creatinine <1.5 mg/dl.

- Bilirubin must be <2 mg/dl, unless secondary to tumor, obtained within 2 weeks prior
to randomization.

- Age >18 years.

- Not pregnant (confirmed by serum pregnancy test in females of reproductive potential)
or breast feeding, because it is unknown what effect these drugs will have on
children.

- ECOG performance status 0-2.

- AST or ATL >2x upper limit of normal unless related to CLL.

- Subject has provided written informed consent.

Exclusion criteria:

- Subjects with autoimmune anemia or thrombocytopenia are not eligible.

- No prior cytotoxic chemotherapy. Patients with a history of steroid treatment for
CLL, autoimmune hemolytic anemia, or autoimmune thrombocytopenia are not eligible.

- Subjects with active infections requiring oral or intravenous antibiotics until
resolution of the infection and completion of therapeutic antibiotics.

- Women of childbearing potential and sexually active males who refuse to use an
accepted and effective method of contraception.

- Subjects with a second malignancy other than basal cell carcinoma of the skin or in
situ carcinoma of the cervix are not eligible unless the tumor was treated with
curative intent at least two years previously.

- History of HIV

- CNS disease

- History of psychiatric disorder that would make it difficult to enroll and follow the
patient on trial.

- New York Heart Classification III or IV heart disease.

- Hepatitis BsAg or Hepatitis C positive.