Inclusion Criteria:

- Subjects with biopsy-proven adenocarcinoma of the pancreas

- staged by IIb or greater by by EUS, or tumor greater than 2.6 cm on EUS or
pancreatic protocol helical CT scan demonstrating venous involvement

- Karnofsky performance status >/= 70.

- No active second malignancy except for basal cell carcinoma of the skin

- Normal renal, hepatic, and hematologic function at the time of enrollment as
evidenced by:

- Serum creatinine level ≤1.5 the upper limits of normal

- Serum total bilirubin level ≤1.5 X ULN

- White blood cell count >/= 3.5x109/ml per ml and platelet count ≥ 100x109 per ml

- Age >18 years.

- For subjects with obstructive jaundice, the biliary tract must be drained with a
temporary plastic or a short permanent metallic biliary stent.

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

Exclusion Criteria:

- Subjects deemed surgically unresectable or subjects unwilling to undergo surgical
resection.

- Subjects who have received chemotherapy within 12 months prior to study entry.

- Prior use of radiotherapy or investigational agents for pancreatic cancer.

- Any evidence of metastasis to distant organs (liver, lung, peritoneum).

- Symptomatic or endoscopic evidence of gastric outlet obstruction

- Concurrent malignancies with evidence of active or measurable disease except basal
cell carcinoma of the skin

- Inability to adhere to study and/or follow-up procedures

- History of allergic reactions or hypersensitivity to the study drugs
(hydroxychloroquine, gemcitabine).

- Other concurrent experimental therapy.

- The effects of HCQ, and gemcitabine on the developing human fetus are unknown. For
this reason women of child-bearing potential and men must agree to use adequate
contraception (hormonal or barrier method of birth control; abstinence) prior to
study entry and for the duration of study participation. All females of childbearing
potential must have a blood test or urine study within two weeks prior to
registration to rule out pregnancy. Should a woman become pregnant while
participating in this study, she should inform her treating physician immediately. If
a man impregnates a woman while participating in this study, he should inform his
treating physician immediately as well.

- Because patients with immune deficiency are at increased risk of lethal infections
when treated with bone marrow-suppressive therapy, HIV-positive patients are excluded
from the study. For patients receiving combination anti-retroviral therapy, the
potential impact of pharmacokinetic interactions with HCQ and gemcitabine is unknown.
Appropriate studies may be undertaken in patients with HIV and those receiving
combination anti-retroviral therapy in the future.

- Due to the risk of disease exacerbation, patients with porphyria are ineligible.

- Patients with psoriasis are ineligible unless the disease is well controlled and they
are under the care of a specialist who agrees to monitor the patient for
exacerbations.

- Patients requiring the use of enzyme-inducing anti-epileptic medication that
includes: phenytoin, carbamazepine, phenobarbital, primidone or oxcarbazepine are
excluded.

- Patients with previously documented macular degeneration or diabetic retinopathy are
excluded.

- Baseline EKG with QTc >470 msec (including subjects on medication). Subjects with
ventricular pacemaker for whom QT interval is not measurable will be eligible on a
case-by-case basis.