Inclusion Criteria

INCLUSION CRITERIA:

- Age 18 years or older.

- Previously untreated CD23+ and CD20+ B cell CLL.

- Life expectancy >6 months.

- Subjects with Rai Stage III or IV (Binet Stage C) or Rai Stage I or II (Binet Stage A
or B) if determined to have active disease.

- World Health Organization (WHO) Performance Status ≤2.

- Normal ECG with QTc ≤450 msec for men and ≤460 msec for women. PR interval (Print)
must be <240 msec and QRS complex <110 msec. T wave flattening and T wave inversion
will be permitted.

- All male subjects and female subjects of childbearing potential must practice
effective contraception during the study and be willing and able to continue
contraception for 12 months after their last dose of study treatment.

- Acceptable liver function at Screening.

- Acceptable hematologic status at Screening.

- Acceptable renal function at Screening.

- Subjects receiving any medication known to affect the QTc interval must discontinue
the use of the medication or be on a stable dose of the medication for at least 3
months or 5 half-lives (whichever is longer) prior to Study Day 1, and continue
(whenever possible) at the same dose throughout the study.

EXCLUSION CRITERIA:

- Any prior therapy for CLL.

- Known history or positive test result for human immunodeficiency virus.

- Known history of, or positive test result for Hepatitis C virus (test for Hepatitis C
virus antibody) or Hepatitis B virus (test for Hepatitis B Surface Antigen and
Hepatitis B Core Antibody) at Screening.

- Uncontrolled diabetes mellitus.

- Uncontrolled hypertension.

- Hypokalemia.

- Hypomagnesemia.

- New York Heart Association Class III or IV cardiac disease; myocardial infarction
within the past 6 months prior to Study Day 1.

- Arrhythmia (other than sinus arrhythmia) within 30 days prior to Study Day 1.

- Evidence of active myocardial ischemia on ECG.

- Subjects with pacemakers.

- Transformation to aggressive B-cell malignancy.

- Secondary malignancy requiring active treatment.

- Any medical condition that would require long-term use (>1 month) of systemic
corticosteroids during study treatment.

- Any serious nonmalignant disease or laboratory abnormality, which would confound the
evaluation of adverse events (AEs).

- Active bacterial, viral, or fungal infections.

- Any known family history of long QT syndrome.

- Seizure disorders requiring anticonvulsant therapy.

- Severe chronic obstructive pulmonary disease with hypoxemia.

- Major surgery, other than diagnostic surgery, within 4 weeks prior to Study Day 1.

- Clinically active autoimmune disease.

- Presence of history of Coombs positive hemolytic anemia.

- Pregnant or currently breastfeeding at Screening.

- Prior exposure to lumiliximab or any other anti CD23 antibody.

- Subjects with known hypersensitivity to Chinese hamster ovary cell proteins, murine
proteins, or any component of fludarabine, cyclophosphamide, rituximab, or the
lumiliximab investigational treatment.