Inclusion Criteria:

- Previously treated patients with a diagnosis of chronic lymphocytic leukemia (CLL),
small lymphocytic lymphoma (SLL), or prolymphocytic leukemia (PLL) by NCI Criteria
with intermediate or high risk B-Cell chronic lymphocytic leukemia (CLL)(Modified Rai
stage) satisfying at least one of the criteria for active disease requiring
treatment;patients with a history of Richter's transformation are eligible if they
now have evidence of chronic lymphocytic leukemia (CLL) only, with < 10% large cells
in the bone marrow

- Massive or progressive splenomegaly and/or lymphadenopathy; or need for cytoreduction
for stem cell transplant

- Anemia (hemoglobin < 11 g/dl) or thrombocytopenia (platelets < 100 x 10^9/L)

- Presence of weight loss > 10% over the preceding 6 month period

- NCI grade 2 or 3 fatigue

- Fevers > 100.5 °C or night sweats for greater than 2 weeks without evidence of
infection

- Progressive lymphocytosis with an increase of > 50% over a 2 month period or an
anticipated doubling time of less than 6 months

- Creatinine Clearance (CrCl) > 15mL/min

- Alanine aminotransferase (ALT) < 3X upper limit of normal (ULN)

- Bilirubin =< 2 times the upper limit of normal, unless disease related

- Platelets >= 20 x 10^9/L and absence of active bleeding

- Patients must have an ECOG performance status =< 2

- Patients must not have secondary cancers that result in a life expectancy of <2 years
or that would confound assessment of toxicity in this study

- Patients of all racial/ethnic groups are eligible for the study if they meet
eligibility criteria outlined-

- Patients must provide written informed consent

Exclusion Criteria:

- Absence of previously treated chronic lymphocytic leukemia (CLL)

- Female subject that is pregnant or breastfeeding; women of childbearing potential and
men must agree to use adequate contraception prior to study entry, duration of study
participation,and 30 days following study completion; should a woman become pregnant
or suspect she is pregnant while participating in this study, she should inform her
treating physician immediately;confirmation that the subject is not pregnant must be
established by a negative serum -human chorionic gonadotropin (beta-hCG) pregnancy
test result obtained during screening; pregnancy testing is not required for
post-menopausal or surgically sterilized women

- Patients with congestive heart failure (CHF)in whom pre-treatment hydration would be
prohibitive;New York Heart Association (NYHA) Class III/IV CHF is excluded

- Patients who have had treatment for chronic lymphocytic leukemia (CLL) within 2
weeks, although palliative steroids are acceptable

- Patient unable to give written informed consent

- Failure to recover from toxicity of previous radiotherapy or chemotherapy to grade 1

- Patients with active infections requiring intravenous (IV) antibiotic/antiviral
therapy are not eligible for entry onto the study until resolution of the infection;
patients on prophylactic antibiotics or antivirals are acceptable

- Patients who have previously taken bortezomib