Inclusion Criteria:

- Histologically or cytologically confirmed hematologic malignancy of 1 of the
following types:

- Relapsed or refractory acute myelogenous leukemia (AML)

- Patients with acute promyelocytic leukemia t(15;17) are eligible provided
they failed a prior tretinoin and arsenic-containing regimen

- Patients should be either refractory to both agents (absence of
durable hematologic response) OR relapsed after a complete response
duration of < 6 months

- Relapsed or refractory pre-B-cell or T-cell acute lymphoblastic leukemia (ALL)

- Chronic myelogenous leukemia (CML) in accelerated or blastic phase that is
refractory to imatinib mesylate

- Must have evidence of disease progression despite continued treatment with
imatinib mesylate

- AML arising in the setting of underlying myelodysplastic syndromes (MDS) and/or
myeloproliferative disorders (MPD)

- Secondary or therapy-related AML

- De novo AML or pre-B-cell or T-cell ALL in adults > 60 years of age with
poor-risk features, such as complex (≥ 3) or adverse cytogenetics

- The following are considered adverse cytogenetic abnormalities for AML:

- -5q

- 7q-

- 9q-

- 20q-

- abn12p

- +21

- +8

- t(6;9)

- t(6;11)

- t(11;19)

- -7

- -5

- inv3/t(3;3)

- abn11q23

- abn17p

- abn21q

- t(9;22) refractory to imatinib mesylate

- The following are considered adverse cytogenetic abnormalities for ALL:

- t(9;22) refractory to imatinib mesylate

- Hypodiploidy

- t(4;11)

- t(1;19)

- Myelodysplastic Syndromes (MDS) meeting 1 of the following criteria:

- Intermediate and high risk (i.e., International Prognostic Scoring System
[IPSS] ≥ 1.5) MDS that is refractory or has progressed after treatment
with azacitidine and/or decitabine

- Intermediate and high risk (i.e., IPSS ≥ 1.5) MDS with a 5q- cytogenetic
abnormality that is refractory or has progressed after treatment with
lenalidomide, azacitidine, or decitabine

- Intermediate 2 and high risk MDS without 5q- cytogenetic abnormality that
is refractory or has progressed after azacitidine or decitabine

- Original 5q must also be refractory to lenalidomide

- Received OR ineligible for established curative regimens, including stem cell
transplantation

- No active CNS leukemia

- ECOG performance status (PS) 0-2 OR Karnofsky PS ≥ 60%

- Total or direct bilirubin ≤ 1.5 times upper limit of normal (ULN)

- AST/ALT ≤ 2.5 times ULN

- Creatinine ≤ 2 mg/dL

- Not pregnant or nursing

- Negative pregnancy test

- Fertile patients must use effective contraception during and for 3 months after
completion of study treatment

- No hyperleukocytosis (i.e., WBC > 30,000/mm^3) (recent treatment with hydroxyurea to
prevent impending leukostasis allowed provided there has been no dose increase for ≥
1 week)

- No history of allergic reactions attributed to compounds of similar chemical or
biologic composition to UCN-01 or perifosine

- No intrinsic impaired organ function

- No active, uncontrolled infection

- Infection that is controlled with antibiotics allowed

- No symptomatic cardiac disease

- No active ischemia on EKG

- LVEF ≥ 40% by echocardiogram or MUGA

- Patients with a history of cardiac disease or mediastinal radiation should
undergo testing of ventricular function

- No poorly controlled diabetes mellitus

- No psychiatric illness or social situation that would preclude giving informed
consent or complying with study requirements

- No HIV positivity

- See Disease Characteristics

- At least 4 weeks since prior cytotoxic chemotherapy (6 weeks for carmustine or
mitomycin C) and recovered

- At least 4 weeks since prior radiotherapy and recovered

- At least 4 weeks since prior autologous stem cell transplantation (SCT)

- At least 90 days since prior allogeneic SCT

- No evidence of graft vs host disease

- At least 2 weeks since prior immunosuppressive therapy

- No concurrent hematopoietic growth factors or biologic agents

- No other concurrent investigational agents, chemotherapy, radiotherapy, or
immunotherapy

- No other concurrent anticancer therapy