17529 Background: Aggressive lymphomas are chemosensitive, but frequently relapse. Bcl-2 protein overexpression promotes tumor cell survival via anti-apoptosis, and is clinically correlated with shortened remission duration and decreased survival. The antisense oligonucleotide oblimersen sodium (G3139) downregulates bcl-2, has activity in NHL, and may be synergistic with chemotherapy. Methods: Pts had histologically confirmed aggressive NHL that relapsed after one prior anthracycline-based regimen. G3139 was given as a continuous infusion on Days 1–8 (168 hours) every 14 days, with stem cell collection following cycle 3. Standard RICE chemotherapy was given on Days 4–6, allowing 72 hrs pre- and 48 hrs post-chemo G3139. Dose-limiting toxicity (DLT) was defined as grade 3 or greater non-hematologic toxicity, grade 4 thrombocytopenia, duration of neutropenia <500/mL greater than 7 days despite growth factors, grade 3 hemolytic anemia, or prolonged severe anemia. Pharmacodynamic endpoints included measurement of bcl-2 protein in peripheral blood (FACS analysis) and tumor (IHC), and bcl-2 RT-PCR in blood and tumor. Results: 8 pts were enrolled. At dose level 1 (G3139 3 mg/kg/day), both enrolled pts had grade 4 thrombocytopenia. The next 6 patients were treated with G3139 2.5 mg/kg/day (Dose Level -1) without any DLT’s. There were no grade 3 or 4 non-hematologic toxicities. 7 evaluable pts had successful stem cell collections: median CD34+ 4.2 × 106/kg (range, 1.3–8.72 × 106/kg). Responses: 4 CR/CRu, 2 PR, 1 SD, 1 too early. There was no detectable decrease in bcl-2 protein in the blood using flow cytometry or RT-PCR. Conclusion: The maximum tolerated dose of G3139 given over 8 days in combination with RICE chemotherapy is 2.5 mg/kg/day. It is unlikely that this dose sufficiently suppresses bcl-2 levels. The protocol will thus be amended to shorten the G3139 infusion to 5 days with renewed efforts to escalate the dose. No significant financial relationships to disclose.