Inclusion Criteria:

- Male or female subjects 18 years or older

- Histologically proven diagnosis of follicular non-Hodgkin's lymphoma grades 1or 2
according to the World Health Organization classification

- Subjects must have received at least 12 doses (375mg/m2 or appropriately adjusted
dose) of rituximab for the treatment of this lymphoma as single agent rituximab or in
rituximab-containing regimens as documented in the subject's medical record

- Documented relapse or progression following last antineoplastic treatment

- At least 1 measurable tumor mass (≥1.5 cm x ≥1.0 cm)

Exclusion Criteria:

- Subjects with histological or clinical transformation to an aggressive lymphoma

- prior treatment with VELCADE or fludarabine.

- antineoplastic (including unconjugated therapeutic antibodies), experimental, or
radiation therapy within 3 weeks before randomization

- nitrosoureas within 6 weeks before randomization

- radioimmunoconjugates or toxin immunoconjugates within 10 weeks before
randomization

- major surgery within 3 weeks before randomization

- chronic use of corticosteroids, such as dexamethasone