Inclusion Criteria:

- Patients must have an established diagnosis of myelodysplastic syndrome (MDS) and
have either symptomatic anemia (defined as hemoglobin less than 10.0 g/dl) or
transfusion dependent anemia (defined as 4 units of blood in the last 60 days).

- Patients treated previously with 5-azacytidine, decitabine, thalidomide, revlimid,
amifostine, hydroxyurea, Histone deacytlase inhibitors and arsenic trioxide are
allowed. Prior treatment with cytokines (i.e., interferon, interleukin), colony
stimulating factors, or hydroxyurea is also permitted. Patients should be 28 days off
prior treatment.

- Patients with chronic myelomonocytic leukemia (CMML) are eligible.

- Patients must have a performance status of 0 - 2 by Zubrod performance status
criteria.

- Pretreatment pathology materials must be available for morphologic review.
Collection of blood and marrow specimens for pathology review must be completed
within 28 days prior to registration

- All patients must be informed of the investigational nature of this study and must
sign and give written consent in accordance with institutional and federal
guidelines.

Exclusion Criteria:

- Patients must not have undergone bone marrow or stem cell transplant.

- Patients must not have received prior remission induction chemotherapy as treatment
for MDS.

- Patients must not have secondary or therapy related MDS

- Patients who are known HIV positive are not eligible for this study.

- Patients must not be pregnant or nursing because of the potential risks of the drugs
used in this study. Women/men of reproductive potential may not participate unless
they have agreed to use an effective contraceptive method.

- No other prior malignancy is allowed except for the following: adequately treated
basal cell or squamous cell skin cancer, in situ cervical cancer, adequately treated
Stage I or II cancer from which the patient is currently in complete remission, or
any other cancer from which the patient has been disease-free for at least 2 years