Inclusion Criteria

DISEASE CHARACTERISTICS:

- Histologic or cytologic diagnosis of indolent lymphoma as defined by International
Working Formulation categories A-C or diagnosis of Waldenstrom's macroglobulinemia,
or chronic lymphocytic leukemia

- Lymphoma must be stage III, IV, or recurrent (no primary CNS lymphoma or lymphomatous
meningitis)

- Waldenstrom's macroglobulinemia must have at least one of the following:

- IGM greater than 3,000 mg/dL

- Hemoglobin less than 10.0 g/dL

- Bone marrow involvement greater than 30% lymphocytes

- At least 2 cm lymphadenopathy

- Serum viscosity greater than 3.0

- Chronic lymphocytic leukemia must be intermediate or high risk stages I-IV and have
progressed on fludarabine therapy unless patient cannot tolerate fludarabine

- Intermediate risk group must have at least one indication of active disease:

- Presence of any one of the disease related B symptoms: 10% or more loss of
body weight over the preceding 6 month period, extreme fatigue, fever above
100 degrees F without evidence of infection, or night sweats

- Massive (greater than 6 cm below left costal margin) or progressive
splenomegaly

- Massive (greater than 10 cm in longest diameter) or progressive
lymphadenopathy

- Progressive lymphocytosis with an increase of 50% over a 2 month period or
anticipated doubling time of less than 12 months

- Evidence of progressive marrow failure as manifested by the development or
worsening of anemia and/or thrombocytopenia

- Autoimmune anemia and/or thrombocytopenia poorly responsive to
corticosteroid therapy

- Intolerance, relapse, or failure following prior fludarabine allowed

- Measurable or evaluable disease

- No untreated immediate life threatening tumor complications

PATIENT CHARACTERISTICS:

Age:

- 18 and over

Performance status:

- CALGB 0-2

Life expectancy:

- Not specified

Hematopoietic:

- See Disease Characteristics

- WBC at least 4,000/mm^3*

- Absolute granulocyte count at least 1,500/mm^3*

- Platelet count at least 100,000/mm^3*

- Hemoglobin at least 9 g/dL* NOTE: *Unless documented bone marrow involvement

Hepatic:

- Bilirubin no greater than 1.5 mg/dL

- SGOT no greater than 2.5 times upper limit of normal

Renal:

- Creatinine no greater than 1.5 mg/dL OR

- Creatinine clearance at least 60 mL/min

Other:

- No prior malignancy except adequately treated basal or squamous cell skin cancer,
carcinoma in situ of the cervix, well differentiated stage IA prostate cancer, or any
other cancer from which the patient has been disease free for five years

- Not pregnant or nursing

- Fertile patients must use effective contraception

PRIOR CONCURRENT THERAPY:

Biologic therapy:

- No prior autologous bone marrow or stem cell transplantation

Chemotherapy:

- See Disease Characteristics

- No more than 2 prior systemic regimens for treatment of lymphoma

- No chemotherapy for treatment of any other prior malignancy

- At least 4 weeks since chemotherapy and recovered

- Prior fludarabine therapy allowed

Endocrine therapy:

- See Disease Characteristics

Radiotherapy:

- Prior radiotherapy allowed (index lesion cannot be within prior radiotherapy field)

Surgery:

- Recovered from prior surgery