Inclusion Criteria:

1. Patients with high-risk Ann Arbor stage III-IV follicular lymphoma. High-risk is
defined by advanced stage (III or IV), plus any 2 of the following features: age 60
or greater; elevated LDH; Hgb < 12; or number of involved nodal sites 5 or more .

2. Patients will be previously untreated.

3. Adequate organ function.

4. Follicular lymphoma, grade 3 (follicular large cell lymphoma): If eligible for a
current large cell lymphoma protocol, that alternative protocol is recommended,
particularly grade 3b or FLCL patients characterized as large non-cleaved cell.
However, both FND and rituximab have established efficacy in FLCL, so if a patient is
not eligible for a protocol for aggressive lymphoma (e.g., because of SCCL in the
marrow), then registration on this trial is permitted.

5. Biopsy or FNA material is strongly recommended for bcl-2 studies to verify
rearrangement status of all patients who are designated "germline". (see section
6.4). For other patients, tissue availability is desirable but not mandatory.

6. Patients must have a performance status of Zubrod 3 or better

7. Patients must have adequate renal and hepatic function (creatinine < 2mg%; bilirubin
< 2 mg%). Patients with renal or liver dysfunction due to organ infiltration by
lymphoma may be eligible after discussion with the study chairman.

8. Patients may not receive other concurrent chemotherapy, radiotherapy, or
immunotherapy.

9. Patients must sign an informed consent indicating that they are aware of the
investigational nature of this study in keeping with the policies of the hospital.

Exclusion Criteria:

1. Patients who are unable or unlikely to be able to adhere to the treatment plan or to
return to Houston for follow-up visits because of geographical, economic, emotional,
or social considerations are not eligible for this study. Note: some follow-up care
may be provided by outside physicians as long as the MDACC protocol for outside
physician participation is strictly adhered to.

2. Patients with an absolute peripheral granulocyte count of < 1,000 and platelet count
< 100,000 unless due to marrow infiltration or hypersplenism.

3. Patients with organ dysfunction, including bilirubin of > 2 mg% or serum creatinine
level > 2 mg%, unless the alteration is due to lymphoma.

4. Patients with HIV infection should not be registered on this protocol.

5. Patients with an antecedent malignancy whose prognosis is poor (< 90% probability of
surviving for 5 yrs).

6. All patients should have a cardiac ejection fraction of 50% or more by
echocardiography or MUGA.

7. Patients who will not accept transfusions of blood products or supportive care
measures such as antibiotics are not eligible for this study.

8. Female patients must not be pregnant or lactating, and men and women of reproductive
potential must follow accepted birth control methods.

9. Patients who have received prior murine antibody therapy will be excluded.

10. Patients with evidence of active or prior infection of Hepatitis B are excluded.
(Note: Persons vaccinated for Hepatitis B who have + antibodies are not excluded).