Inclusion Criteria:

- Postmenopausal women who have histologically-confirmed breast cancer with the
following characteristics:

- estrogen and/or progesterone receptor positive,

- locally advanced disease

- distant metastatic disease, stage 4

- Subjects eligible for single-agent treatment with aromatase inhibitors for current
disease.

- Subjects taking biophosphonates are allowed if they begin bisphosphonate therapy AT
LEAST two weeks prior to randomization.

- Measurable disease (masses with clearly defined margins on radiological images and at
least one diameter >=20 mm[>=10 mm if spiral CT]) or evaluable disease (masses with
margins not clearly defined on radiological images or with no diameter >= 20 mm).
Subjects with bone disease only are permitted if disease is evaluable.

- ECOG Performance Status of 0 or 1.

- Sufficient bone marrow reserve.

- Adequate hepatic and renal function: laboratory values within protocol requirements.

Exclusion Criteria:

- Subjects who have received more than one regimen of cytotoxic chemotherapy for
advanced disease.

- Subjects with with CLINICALLY APPARENT brain metastases or extensive visceral
disease, including extensive hepatic involvement or pulmonary lymphangitic spread of
tumor.

- Subjects with prior treatments with FTIs.

- Subjects with a known or suspected hypersensitivity to any excipients in the
lonafarnib formulation (Providone, Poloxamer 188, croscarmellose sodium, silicon
dioxide, and magnesium stearate).