Inclusion Criteria

Criteria:

- Not pregnant or nursing

- Histopathologically confirmed diagnosis of 1 of the following:

- Myeloproliferative disorders (MPDs) in aggressive phase or transformation

- CML in accelerated phase or blast crisis

- Chronic myelomonocytic leukemia in aggressive phase (5-19% bone marrow blasts)
or transformation (> 20% bone marrow blasts)

- Myeloproliferative disorders (MPDs) in aggressive phase or transformation, including
the following:

- Polycythemia vera (PV)

- Essential thrombocythemia (ET)

- Myelofibrosis with myeloid metaplasia

- Hypereosinophilic syndrome

- Atypical (Philadelphia chromosome negative) chronic myelogenous leukemia (Ph-
CML)

- Patients with aggressive phase MPD (PV, ET, or Ph- CML) must meet ≥ 1 of the
following criteria:

- Marrow blasts > 5%

- Peripheral blood blasts plus progranulocytes > 10%

- New onset or increasing myelofibrosis

- New onset or > 25% increase in hepatomegaly or splenomegaly

- New onset constitutional symptoms (fever, weight loss, splenic pain, bone pain)

- Multilineage bone marrow failure

- Ineligible for established curative regimens, including stem cell transplantation

- ECOG performance status 0-2

- Negative pregnancy test

- Fertile patients must use effective contraception

- No chronic toxicity from prior chemotherapy > grade 1

- No history of severe coronary artery disease

- Creatinine normal OR creatinine clearance >= 60 mL/min

- AST and ALT =< 2.5 times normal

- Bilirubin =< 2.0 mg/dL unless due to leukemia, Gilbert's syndrome, or hemolysis

- No arrhythmias (other than atrial flutter or fibrillation) requiring medication

- No uncontrolled congestive heart failure

- No dyspnea at rest or with minimal exertion

- No severe pulmonary disease requiring supplemental oxygen

- No history of allergic reactions attributed to compounds of similar chemical or
biological composition to 3-AP (Triapine®) and/or fludarabine phosphate

- No other life-threatening illness

- No history of mental deficits and/or psychiatric illness that would preclude study
compliance

- No more than 4 prior induction regimens (3 cytotoxic chemotherapy regimens)

- At least 3 weeks since prior myelosuppressive cytotoxic agents (6 weeks for mitomycin
C or nitrosoureas) and recovered

- At least 1 week since prior nonmyelosuppressive treatment

- At least 48 hours since prior noncytotoxic agents for peripheral blood leukemic cell
count control, including but not limited to the following:

- Hydroxyurea

- Imatinib mesylate

- Interferon

- Mercaptopurine

- Cyclophosphamide

- At least 2 weeks since prior and no concurrent radiotherapy to treat cancer

- At least 1 week since prior biologic therapy, including hematopoietic growth factors
(e.g., epoetin alfa, darbepoetin alfa, filgrastim [G-CSF], sargramostim [GM-CSF],
interleukin-3, or interleukin-11)

- No other concurrent chemotherapy to treat cancer

- No concurrent immunotherapy to treat cancer

- No known glucose-6-phosphate dehydrogenase [G6PD) deficiency (G6PD screening required
for high-risk groups (i.e., patients of African, Asian, or Mediterranean
origin/ancestry)]

- No active heart disease

- No concurrent myeloid growth factors

- No active uncontrolled infection (Infections under active treatment and controlled
with antibiotics are allowed)

- No chronic hepatitis