Inclusion Criteria:

          -  Histologically confirmed adenocarcinoma of the prostate

          -  Rising PSA

          -  PSADT ≤ 10 months prior to initiation of ADT

          -  No evidence of regional or active distant metastases, except for regional metastasis
             where salvage radiation therapy is not an option

          -  Indication for ADT after receiving definitive local therapy

          -  Males ≥ 18 years.

          -  ECOG performance status of ≤ 2

          -  Men must agree to use a condom and not father a child or donate sperm for the duration
             of the study and for 90 days after completion of therapy

          -  Ability to understand and the willingness to sign a written informed consent

          -  Ability to adhere to the study visit schedule and requirements of the protocol

        Exclusion Criteria:

          -  Patients who have received ADT and/or other chemotherapy within 3 months prior to
             entering the study.

          -  Patients who have had radiotherapy or surgery within 4 weeks prior to entering the
             study. Minimally-invasive procedures for the purpose of diagnosis or staging of the
             disease are permitted.

          -  Patients may not be receiving any other investigational agents.

          -  Patients with known brain metastases should be excluded from this clinical trial
             because of their poor prognosis and because they often develop progressive neurologic
             dysfunction that would confound the evaluation of neurologic and other adverse events.

          -  History of allergic reactions attributed to compounds of similar chemical or biologic
             composition to 5-AZA and ATRA.

          -  Uncontrolled intercurrent illness including, but not limited to, ongoing or active
             infection, symptomatic congestive heart failure, unstable angina pectoris, cardiac
             arrhythmia, or psychiatric illness/social situations that would limit compliance with
             study requirements.

          -  Significant active cardiac disease within the previous 6 months

          -  Inadequate organ and marrow function as defined below:

          -  leukocytes ≤ 3,000/mcL

          -  absolute neutrophil count ≤ 1,500/mcL

          -  platelets ≤ 100,000/mcl

          -  total bilirubin above normal institutional limits

          -  AST(SGOT)/ALT(SPGT) ≥ 2.5 X institutional upper limit of normal

          -  creatinine above normal institutional limits