Inclusion Criteria:

- 18 years of age or older

- At most one prior chemotherapy regimen for unresectable or metastatic disease. Any
adjuvant chemotherapy must have been completed more than 12 months prior to beginning
protocol therapy

- Histologically or cytologically confirmed adenocarcinoma of the pancreas

- At least one measurable lesion according to RECIST criteria that has not been
irradiated

- Adequate laboratory parameters as outlined in protocol

- Anticoagulation with coumadin is permitted, but PT/INR must be monitored closely,
given the drug-drug interaction between coumadin and capecitabine

- Negative serum pregnancy test within 14 days prior to registration

Exclusion Criteria:

- Pregnant or lactating women

- Life expectancy < 3 months

- Serious, uncontrolled, concurrent infection(s)

- Any prior oxaliplatin or fluoropyrimidine therapy

- More than one prior chemotherapy regimen for unresectable or metastatic disease

- Prior unanticipated severe reaction to fluoropyrimidine therapy, or known sensitivity
to 5-fluorouracil or platinum compounds

- Any active second malignancy

- Clinically significant cardiac disease or myocardial infarction within the last 12
months

- Evidence of CNS metastases or history of uncontrolled seizures, central nervous
system disorders or psychiatric disability

- Other serious uncontrolled medical conditions

- Major surgery within 4 weeks of the start of study treatment, without complete
recovery

- Lack of physical integrity of the upper gastrointestinal tract or malabsorption
syndrome

- Known, existing uncontrolled coagulopathy