Inclusion Criteria:

- histologically proven non-small cell lung cancer

- inoperable Stage III A or B NSCLC

- must have measurable disease by RECIST criteria

- no more than one prior chemotherapy for advanced disease

- ECOG Performance Status of 0, 1, or 2

- must be able to swallow pills or have a working gastric feeding tube and no evidence
of malabsorption

- negative serum beta-HCG test and under active contraception (for females of
childbearing potential)

- no known allergies to any of the study drugs

- willingness to sign an informed consent

Exclusion Criteria:

- women who are pregnant or breastfeeding

- ANC of less than 1500/mm3

- platelet count of less than 100,000/mm3

- estimated creatinine clearance of less than 50 cc/min (as measured by the
Cockcroft-Gault equation)

- bilirubin of less than 2mg/dl

- SGPT of greater than 2x nl

- peripheral neuropathy of Grade 2 or higher

- more than one previous chemotherapy and previous radiation therapy to the chest

- a history of CHF/MI or other significant cardiac history within the last six months