6611 Background: Bcl-2 is an antiapoptotic protein linked to chemotherapy resistance and poor prognosis in chronic lymphocytic leukemia (CLL) patients (pts). Oblimersen (Obl), an anti-Bcl-2 oligonucleotide, has been shown to enhance apoptosis induced by fludarabine (Flu) + cyclophosphamide (Cy) in pts with relapsed CLL. We combined safety results from 2 CLL clinical trials to determine the relative effect of Obl on treatment-emergent adverse events (TEAEs) in Obl+Flu+Cy therapy. Methods: This analysis included 30 pts who received Obl 3mg/kg/d alone by continuous IV on days 5–7 and 230 pts who received Flu 25mg/m2/d + Cy 250mg/m2/d on days 5–7, every 28th day, either with (n=115) or without (n=115) Obl 3mg/kg/d on days 1–7. Mean number of cycles initiated were 3.3, 3.6, and 4.0 for Obl, Obl+Flu+Cy, and Flu+Cy, respectively. Results: The most frequent (>2% patients) grade 4 TEAEs were mainly hematologic: neutropenia (Obl alone, 0.0%; Flu+Cy, 11.3%; Obl+Flu+Cy 7.0%), thrombocytopenia (3.3%, 1.7%, 4.3%), anemia (0.0%, 5.2%, 3.5%), febrile neutropenia (0.0%, 0.9%, 2.6%), hypotension (0.0%, 0.0%, 2.6%), and leukopenia (0.0%, 2.6%, 0.0%). Thrombocytopenic events with Obl-Flu-Cy were reversible and were not associated with clinically significant bleeding events. The most frequent non-hematologic grade 3–4 TEAEs (>5%) were nausea (0.0%, 1.7%, 7.8%), vomiting (0.0%, 0.9%, 6.1%), fatigue (3.3%, 4.3%, 6.1%), and dyspnea (3.3%, 1.7%, 5.2%). Serious TEAEs occurred at a rate of 23.3%, 32.2%, and 57.4%, respectively. TEAEs resulting in death occurred in 2 pts (Obl alone), 5 pts (Flu+Cy), and 9 pts (Obl+Flu+Cy). One Obl+Flu+Cy death was due to cytokine release reaction and one to tumor lysis syndrome. Discontinuation due to TEAEs occurred in 20.0% of pts who received Obl alone, in 34.8% of Flu+Cy pts, and in 34.8% of Obl+Flu+Cy pts. Conclusions: The addition of Obl to Flu+Cy was well tolerated, with similar low frequencies of grade 3+4 TEAEs, primarily the same type observed with Flu+Cy alone. Despite an increased incidence of serious TEAEs observed with Obl+Flu+Cy, the percentage of patients who discontinued protocol therapy due to a TEAE was the same in each group. First cycle reactions mandate close observation when initiating combination therapy. [Table: see text]