The main objective is to determine the safety and tolerability of combination decitabine and bexarotene during four cycles of therapy.

The investigators are seeking to study the combination of decitabine and bexarotene. These two agents have each shown efficacy in decreasing leukemic blast counts and restoring normal hematopoiesis via different mechanisms of action and with non-overlapping side-effect profiles. By combining these agents, the investigators hope to improve overall response rates. The investigators further hope to improve platelet and neutrophil counts in an even greater number of patients, thus treating two of the most important sources of morbidity and mortality in this patient population.

Inclusion Criteria:

• AML with bone marrow blasts ≥ 20%.
• Relapsed disease after 1 or more lines of prior salvage chemotherapy and any FAB-AML, or
• Diagnosis of AML and age ≥ 60 and not a candidate for cytotoxic chemotherapy and any FAB-AML except FAB-M3.
• Performance status ≤ 2.
• Age ≥ 18 years.

Exclusion Criteria:

• Peripheral white blood cell count (WBC) > 10,000/microliter.
• Total bilirubin > 1.5 x normal.
• AST/ALT > 2.5 x normal.
• Serum creatinine > 2 x normal.
• Fasting serum triglyceride > 1,000 mg/dL.
• Active or poorly controlled graft vs host disease (GVHD).
• Pregnant or nursing.
• Known CNS leukemia.
• History of positive HIV serology.
• History of positive Hepatitis C serology.
• Uncontrolled intercurrent illness including, but not limited to, ongoing or active infection, congestive heart failure of NYHA class 3 or 4, unstable angina pectoris, cardiac arrhythmia, or psychiatric illness/social situation that would limit compliance with study requirements.
• Chemotherapy within 21 days of enrollment.
• Radiation therapy within 14 days of enrollment.