Inclusion Criteria:

- Age >= 18 years

- Confirmed diagnosis of AML as proven by bone marrow biopsy

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

- ECOG performance status of 0-2

- Recovered from toxicities of prior chemotherapy

Exclusion Criteria:

- History of pancreatitis

- Active alcohol abuse

- Taken bexarotene in the past

- WBC > 10,000/uL at time of enrollment

- Cytotoxic therapy within the past 14 days other than hydrea, low dose cytarabine or
low dose Mylotarg

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

- Active participant in any other investigational treatment study for AML

- 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

- Known history of HIV

- Known active CNS involvement with AML

- Women of childbearing potential or active breast feeding