-  INCLUSION CRITERIA - RECIPIENT:

               1. Diagnosed with severe aplastic anemia with bone marrow cellularity <30%
                  (excluding lymphocytes) associated with RBC or platelet transfusion dependence
                  and/or neutropenia (absolute neutrophil count <=1000 cells/ uL or for patients
                  receiving granulocyte transfusions, absolute neutrophil count <=1000 cells/ uL
                  before beginning granulocyte transfusions).

                  OR

                  History of severe aplastic anemia transformed to MDS that meet the following
                  criteria: a) International Prognostic Scoring System (IPSS) risk category of
                  INT-1 or greater, b) < 5% myeloblasts and < 30% of cellularity in the bone marrow
                  on screening morphologic analysis.

               2. Intolerance of or failure to respond to standard immunosuppressive therapy.

               3. Identification of either a) at least one alternative donor (i.e. HLA-
                  haploidentical related donor (i.e. greater than or equal to 5/10 HLA match:
                  HLA-A, B, C, DR, and DQ loci) or greater than or equal to 9/10 HLA matched
                  unrelated donor) who is available to serve as a stem cell donor for a salvage
                  allogeneic transplant in the event that the CordIn unit has been rejected or b)
                  umbilical cord blood unit/s that can be used for a salvage cord blood transplant
                  in the event that the CordIn unit has been rejected.

               4. Availability of at least one greater than or equal to 4/8 HLA-matched (HLA-A, B,
                  C, and DR loci) cord blood unit from the National Marrow Donor Program (NMDP).

               5. The cord blood unit must contain a minimum TNC of at least 1.8 x 10^9 and at
                  least 1.8x10^7/kg TNC and at least 8 x 10^6 CD34+ cells (all doses prior to
                  thawing). The CBU will have undergone volume reduction (both plasma and red blood
                  cell depletion) prior to cryopreservation. All CBUs should be procured from
                  public banks that meet local applicable regulations.

               6. Ages 4-55 years inclusive.

               7. Ability to comprehend the investigational nature of the study and provide
                  informed consent. The procedure will be explained to subjects aged 4-17 years
                  with formal consent being obtained from parents or legal guardian.

        EXCLUSION CRITERIA - RECIPIENT (ANY OF THE FOLLOWING):

          1. Availability of an HLA identical or 9/10 HLA matched (HLA A, B, C, DR, and DQ loci) -
             relative to serve as a stem cell donor.

          2. The patient is deemed to be a candidate for a 10/10 HLA matched unrelated stem cell
             transplant (availability of a donor and resources required for such a transplant).

          3. ECOG performance status of 2 or more.

          4. Major anticipated illness or organ failure incompatible with survival from transplant.

          5. Current pregnancy, or unwillingness to take oral contraceptives or use a barrier
             method of birth control or practice abstinence to refrain from pregnancy, if of
             childbearing potential for one year.

          6. HIV positive.

          7. Diagnosis of Fanconi s anemia (by chromosome breakage study)

          8. Diffusion capacity of carbon monoxide (DLCO) <40% predicted using DLCO corrected for
             Hgb or lung volumes (patients under the age of 10 may be excluded from this criterion
             if they have difficulty performing the test correctly and thus are unable to have
             their DLCO assessed).

          9. Left ventricular ejection fraction < 40% (evaluated by ECHO).

         10. Transaminases > 5x upper limit of normal.

         11. Serum bilirubin >4 mg/dl.

         12. Creatinine clearance < 50 cc/min/BSAm^2 by 24-hour urine collection adjusted by body
             surface area..

         13. Serum creatinine > 2.5 mg/dl

         14. Presence of an active infection not adequately responding to appropriate therapy.

         15. History of a malignant disease liable to relapse or progress within 5 years.

         16. Allergy to bovine, Gentamicin, or to any product which may interfere with the
             treatment.

         17. Presence of donor-specific antibodies (DSA) to the umbilical cord blood unit and for
             cohort 1, to the haplo-identical donor.