Study of Velcade and Thalidomide in Patients With Myelodysplasia

Inclusion Criteria: * Myelodysplastic syndrome with a IPSS score of 0.5 or greater * May have had prior chemo/radiotherapy for another malignancy or myelodysplasia * ECOG performance status of 0-2 * Life expectancy greater than 3 months * Total bilirubin \</+ 2xULN * ALT and AST \</+ 3xULN * Calculated creatinine clearance \> 30 ml/min * Use of appropriate method of contraception during the study * ANC \> 0.5 x 10(9) * Platelet count \> 30 x 10(9) * Consideration of treatment with 5 azacytidine is encouraged by not required Exclusion Criteria: * Ejection fraction \< 40% * myocardial infarction within 6 months of enrollment of New York Heart Association Class III or IV heart failure, uncontrolled angina, uncontrolled ventricular arrhythmias, or electrocardiographic evidence of acute ischemia or active conduction system abnormalities * Women who are pregnant or breast-feeding * Major surgery within 4 weeks prior to enrollment * \>/= grade 2 peripheral neuropathy within 14 days prior to enrollment * Uncontrolled intercurrent illness * Serious medical or psychiatric illness that could potentially interfere with the completion of treatment * Hypersensitivity to bortezomib, boron, or mannitol * Received an investigational drug within 14 days of enrollment