6515 Background: Decitabine, an inhibitor of DNA methyltransferase (DNMT) enzymes, has activity in myeloid malignancies at doses >1 log below the MTD of 2250mg/m2/course which may be optimal for DNA demethylation and minimize cytotoxicity. Methods: We designed a two step trial for AML patients (pts) to determine: Step 1, the lowest dose of decitabine to induce 100% increase in or re-expression of epigenetically silenced genes in 5/6 pts treated at a dose level; and Step 2, the MTD of the histone deacetylase (HDAC) inhibitor VA given with this dose of decitabine, and whether this MTD or a lower dose leads to 90% decrease in HDAC activity. Results: Decitabine was administered to 17 pts at two dose levels. Pts had relapsed/refractory AML (N=10) or age>60 and ineligible/refused standard therapy (N=7) and ranged in age from 36–83 years. Pts received decitabine at 15–20mg/m2/IV over 1 hr daily for 10 days (d) (3 pts also had VA 15mg/kg on days 5–21), every 28 d. Mean plasma decitabine Cmax (by a validated LC-MS/MS method) was 93 ng/ml (N=7). 10/13 pts had at least 100% increase in expression of p15 or estrogen receptor (ER, including 5/6 given 20mg/m2/d decitabine alone), and all 10 had clinical response. Of the 3 pts who did not have increased gene expression none responded. Western blotting showed depletion of DNMT protein in 4/6 pts. Bisulfite sequencing of the promoter region of ER confirmed that decitabine induced >50% decrease in methylation in the only pt yet examined (p<0.001). 9/14 pts had decrease in global DNA methylation as measured by LC-MS/MS. 10/15 pts had clinical benefit: 6 pts had clinical response, 2 with CR (1 with t-AML) and 4 with CRi (1 with a 20yr history of P. vera); 4 pts had clinical improvement-1 met all CR criteria except for BM disease by flow, 1 had platelet >100K, 2 had stabilization of disease for 4–6 months. Conclusions: We demonstrated clinical activity of low dose decitabine associated with decreased levels of the DNMT1 target and increased or re-expression of epigenetically silenced genes. Combination of decitabine at 20mg/m2/d with VA (Step 2) has begun; complete clinical results, gene re-expression/ demethylation, and histone deacetylation data will be presented. (NCI U01 CA 76576–05) [Table: see text]