Inclusion Criteria:

- Histologically confirmed, locally advanced, non-metastatic primary T3 or T4 primary
adenocarcinoma of the rectum

- No evidence of tumor outside of the pelvis including liver metastases, peritoneal
seeding, or metastatic inguinal lymphadenopathy

- No intra-operative radiotherapy (IORT) or brachytherapy will be allowed

- The distal border of the tumor must be at or below the peritoneal reflection, defined
as within 12 centimeters of anal verge by proctoscopic examination

- Transmural penetration of tumor through the muscularis propria must be demonstrated
by either of the following:

- CT scan plus endorectal ultrasound or

- MRI

- Tumors must be defined prospectively by the surgeon as clinically resectable or not;
clinically resectable tumors will be defined by the surgeon as mobile and completely
resectable with negative margins based on the routine examination of the
non-anesthetized patient; before pre-op treatment, the surgeon should estimate and
record the type of resection anticipated: APR, LAR, or LAR/coloanal anastomosis

- The tumor may be clinically fixed or initially not completely resectable, clinical
stage T4, N0-2, M0 based on the presence of at least one of the following criteria:

- Clinically fixed tumors on rectal examination with tumor adherent to the pelvic
sidewall or sacrum

- Sciatica attributed to sacral root invasion with CT scan/MRI evidence of the
lack of clear tissue plane will be considered evidence of fixation

- Hydronephrosis on CT scan or IVP or ureteric or bladder invasion as documented
by cystoscopy and cytology or biopsy, or invasion into prostate

- Vaginal or uterine involvement

- ECOG performance status 0-2 and surgical evaluation confirms the patient's medical
condition would tolerate the proposed surgical procedure

- Caloric intake should be >= 1500 kilocalories/d

- WBC >= 3500/uL

- Platelets >= 100,000/uL

- Serum creatinine =< 2.0 mg/dL

- Serum bilirubin less than 2.0 mg/dL

- Alk Phos =< 2 x ULN

- SGOT =< 2 x ULN

- CEA should be determined prior to initiation of therapy

- Absence of clinical evidence of high-grade (lumen diameter < 1cm) large bowel
obstruction, unless diverting colostomy has been performed

- Pregnant or lactating women are not eligible

- Women of childbearing potential and sexually active males are strongly advised to use
an accepted and effective method of contraception

- No prior chemotherapy or pelvic irradiation therapy

- No previous or concurrent malignancy is allowed, except:

- Nonmelanoma skin cancer or in situ cervical cancer

- Treated non-pelvic cancer from which the patient has been continuously disease
free more than five years

- No active inflammatory bowel disease or other serious medical illness which might
limit the ability of the patient to receive protocol therapy