Inclusion Criteria:

- Age >18 years.

- Must have a histologically confirmed diagnosis of non-M3 AML as proven by bone
marrow biopsy. Patients with CML in myeloid blast crisis are eligible.

- Willing and able to give informed consent.

- Must have received prior induction therapy with conventional chemotherapy and/or
Mylotarg or otherwise not be eligible for conventional chemotherapy

- ECOG performance status of 0-2

- Must have recovered from the toxicities of prior chemotherapy.

- Women of childbearing potential must use effective contraception after enrollment in
this study and have a negative pregnancy test within 1 week of study enrollment.
They must continue to use effective contraception for 3 months after stopping
bexarotene.

- Men must agree to use effective methods of contraception while taking bexarotene and
for 3 months after stopping therapy.

Exclusion Criteria:

- History of pancreatitis.

- Active alcohol abuse

- Taken bexarotene in the past.

- WBC >10,000/uL at the time of enrollment. Patients may be taking hydrea for WBC
control at the time of enrollment.

- Cytotoxic chemotherapy or Mylotarg within the past 7 days other than hydrea.

- Significant organ dysfunction: total bilirubin>3x ULN, AST or ALT>3x ULN,
creatinine>4mg/dL, on blood pressure supporting medications or mechanical
ventilation.

- Serious medical or psychiatric conditions that may compromise the safety of the
patient while participating in this study.

- Women of childbearing potential who are pregnant or actively breast feeding.

- Active participant in any other investigational treatment study for their AML.

- Unable/unwilling to perform required follow-up.

- Life expectancy of less than 1 month.

- Use of blood growth factors (G-CSF, GM-CSF, Aranesp, erythropoietin, or Neumega)
within 1 week prior to treatment initiation.

- Uncontrolled hyperlipidemia (triglycerides>1000 while on treatment with triglyceride
lowering medications).

- History of myeloablative allogeneic stem cell transplant.

- Known history of HIV.

- Uncontrolled active infection

- Known active CNS involvement with AML