Purpose: 1-h-D-Arabinofuranosylcytosine (cytarabine; ara-C) is the most active agent in myeloid leukemia. 5-Aza-2 ¶-deoxycytidine (DAC) is a cytosine analogue that inhibits DNA methylation and also has activity in myeloid leukemia.Therefore, we investigated combining these two drugs in human leukemia cell lines in vitro. Experimental Design: We initially examined the effects of ara-C and DAC on human leukemia cell lines HL60, ML-1, RAji, and Jurkat.We measured IC 50 of DAC and ara-C in these cell lines and calculated a combination index of these two drugs given either simultaneously or sequentially. In searching for mechanisms relative to epigenetic regulation for this effect, we examined DNA methylation of LINE and Alu repetitive elements as a surrogate for global genomic DNA methylation. In addition, we sorted Annexin V positive and negative cells and measured differences in LINE methylation between them. Results: The combination of DAC and ara-C showed additive induction of cell death in ML-1 and synergistic induction in HL60, Raji, and Jurkat. Sequentially, DAC followed by ara-C was a synergistic combination in all cell lines. Low-dose DAC induced more hypomethylation than high doses of the drug, whereas ara-C had no effects on methylation. The combination of ara-C with DAC either together or DAC followed by ara-C resulted in inhibition of LINE demethylation in HL60. The RIL gene, which is silenced by DNA hypermethylation, was activated by DAC, but the addition of ara-C to DAC reduced RIL gene activation. DAC treatment increased H3 Lys 9 acetylation of Alu elements, whereas ara-C had no effect, and the addition of ara-C to DAC inhibited this effect. Finally, we showed that after DAC exposure, Annexin V positive cells were more hypomethylated than AnnexinV negative cells. Conclusion: The combination of DAC and ara-C showed additive or synergistic effects on cell death in four human leukemia cell lines in vitro, but antagonism in terms of epigenetic effects. One possible explanation for these paradoxical observations is that hypomethylated cells are sensitized to cell killing by ara-C. These data suggest that DAC used in combination with ara-C has clinical potential in the treatment of acute myeloid leukemia.Epigenetics have acquired increased recognition as a driving force in human leukemia over the past few years, leading to the revival of interest in DNA methylation inhibitors as antineoplastic agents (1). 5-Aza-2 ¶-deoxycytidine (DAC) is a potent hypomethylating agent that incorporates into DNA and traps DNA methyltransferase in the form of a covalent protein -DNA adduct. As a result, cellular DNA methyltransferase is rapidly depleted, and concomitantly genomic DNA is hypomethylated during continued DNA replication, resulting in replication-dependent DNA hypomethylation. Gene inactivation (''silencing'') of tumor-suppressor, growth-inhibitory, DNA repair, and several apoptosis genes can be mediated by DNA hypermethylation of gene promoters (2 -5). DACinduced hypomethylation is associated with reac...