The purpose of this study is to assess the effects of the combination of all-trans retinoic acid in combination with one of two schedules of Bryostatin 1 in patients with myelodysplasia and acute myelogenous leukemia.

All patients receive all-trans retinoic acid at a dose of 150 mg/m2/day and patients are randomized to one of two schedules of Bryostatin 1.

Arm 1: Bryostatin 1 is administered at a dose of 60 mcg/m2 as a 30 minute intravenous (IV) infusion on days 8 and 22.

Arm 2: Bryostatin 1 is administered at a dose of 40 mcg/m2 as a 72 hour IV infusion starting on days 8 and 22.

Patients are assessed for response on day +50 with a bone marrow examination and patients with either a clinical response or stable disease receive further therapy.

Bryostatin 1 pharmacokinetic samples are to be drawn on days 1, 8 and 50 of each cycle.

Inclusion Criteria:

• Patients with AML who have failed induction chemotherapy.
• Patients with secondary AML
• Patients with AML over age 60 who are deemed not to be a candidate for chemotherapy.
• Patients with any subtype of MDS.
• Age 18 or greater.
• Eastern Cooperative Oncology Group (ECOG) performance status of 0-2
• Satisfactory liver and kidney function.
• Greater than 4 weeks from prior chemotherapy or radiation therapy.

Exclusion Criteria:

• Central nervous system abnormality.
• Uncontrolled active infection.