3060 Background: By inhibiting DNA methyltransferase, 5-azacytidine (5-AC) reverses epigenetic silencing of aberrantly hyper-methylated genes restoring activity of tumor suppressor and pro-apoptotic genes. In leukemia, the responses achieved with the hypomethylating agent decitabine are considerably greater at low doses than at high dose levels. We explored the tolerance to a combination of valproic acid (VPA), a histone deacetylase inhibitor, given together with low-dose 5-AC and the ability of this combination to induce DNA hypomethylation. Methods: Every 28-day cycle, 5-AC was givenSC daily for 10 days, and VPA was administered orally daily in doses titrated up to therapeutic levels (75–100 mcg/mL). Planned dose-levels of 5-AC (6-patients/cohort) were determined per an adaptive algorithm based on toxicity in the previous cohort (toxicity-based adaptive dosing model (TAD model) with a starting dose of 20 mg/m2. The methylation status of long interspersed nuclear elements (LINE) was used as a surrogate marker of global methylation, and was performed on peripheral blood mononuclear cells on day 1 and 10 of the first 4 cycles for each patient. Results: To date, twenty-two patients have enrolled at 20, 25, 37.5 and 47 mg/m2 dose-levels. The VPA dose was titrated up to 18.8 ± 6.9 mg/kg. Side effects include mainly drowsiness (N = 5), tremor (N = 4), hypomagnesemia (N = 2), grade 1–2 anemia (N = 2), and neutropenia (N = 2). One DLT (neutropenic fever) occurred at a dose of 37.5 mg/m2. One patient with rapidly progressive disease (renal cell carcinoma) experienced stable disease (6 months), and three patients (adenocystic carcinoma = 1, leiomyosarcoma of the uterus = 2) experienced stable disease for 4 months. Eighty-two blood samples were obtained. Median LINE methylation pretreatment was 65% (range 59–70%, it declined to 61% (range 53–63%) by day 10 (p = 0.001)and returned to baseline by day 0 of the following cycle. Conclusions: Our preliminary data suggest that low-dose 5-AC combined with VPA (median = 17 mg/kg) is well tolerated and exhibits biological activity in patients with advanced cancer. Western blot assays for histone acetylation are in process. The trial is currently accruing at dose-level 47 mg/m2. [Table: see text]