Inclusion Criteria:

- Histologic or cytologic diagnosis of breast cancer with evidence of (1)
unresectable, locally recurrent, or (2) metastatic disease.·

- Patients with HER2 positive (3+ overexpression by IHC or gene amplification by FISH)
are eligible only if they have had prior trastuzumab therapy.·

- At least one measurable lesion as defined by the RECIST.

- Prior radiation therapy is allowed as long as the irradiated area is not the only
source of measurable disease.

Exclusion Criteria:

- No prior therapy with capecitabine or oxaliplatin in any setting

- No prior therapy with other platinum compounds·

- No other forms of cancer therapy including radiation, chemotherapy and hormonal
therapy within 21 days prior to beginning protocol therapy.·

- No prior unanticipated severe reaction to fluoropyrimidine therapy, or known
sensitivity to 5-fluorouracil.·

- No prior fluoropyrimidine therapy for metastatic disease is allowed. Prior adjuvant
fluoropyrimidine therapy is allowed if completed > 12 months from study entry.·

- Maximum of one prior chemotherapy regimen for unresectable, locally recurrent or
metastatic disease·

- No symptomatic brain metastasis. ·

- No evidence of serious concomitant systemic disorders incompatible with the study ·

- No peripheral neuropathy ·

- No major surgery within 28 days prior to beginning protocol therapy.·

- Negative pregnancy test·

- No female patients currently breastfeeding·

- No malabsorption syndrome·

- No evidence of serious concomitant systemic disorders incompatible with the study·

- Patients must not be treated with any of the following while on protocol therapy or
within 28 days prior to beginning protocol therapy: sorivudine, brivudine,
cimetidine, allopurinol.