Inclusion Criteria:

- Histologically confirmed adenocarcinoma of pancreas metastatic to liver and/or lungs
or peritoneal surface. (a.k.a. Stage IV B).

- No prior chemotherapy with Gemzar, Xeloda and Taxotere.

- Measurable disease: Any mass reproducibly measurable in two perpendicular diameters
by x-ray, physical examination, CT or MRI scans.

- The following lesions conventionally are not considered measurable:

- CNS lesions

- Blastic or lytic bone lesions (which should be documented and followed)

- Radiated lesions unless progression after RT is documented

- Ineligible for other high priority national or institutional studies

- Prior radiation and surgery allowed:

- > 3 weeks since surgery

- > 4 weeks since RT

- Non pregnant females who are not breast feeding with a negative serum or urine β-HCG
test within 1 week of starting the study. Men and women of childbearing potential
must be willing to consent to using effective contraception while on treatment and
for a reasonable period thereafter.

- Clinical Parameters:

- Life expectancy > 2 months

- Age 18 - 70 years old

- Performance status 0-2 (ECOG)

- Peripheral Neuropathy must be < grade 1

- Able to tolerate oral medications

- Required initial laboratory data:

- Absolute Neutrophil Count > 1,500 μl

- White Blood Count > 3,000/μl

- Platelet count > 100,000/μl

- BUN < 1.5 x normal

- Creatinine < 1.5 normal

- Hemoglobin > 8.0 g/dl

- Serum Albumin > 3 mg/dl

- Total Bilirubin < 2.0 mg/dl

- SGOT, SGPT, Alkaline Phosphatase SGOT and SGPT may be up to 3.0 x ULN if Alk
Phos < 2.0 x ULN; or Alk Phos may be up to 3.0 x ULN if SGOT and SGPT are < 2.0
x ULN

- Hypersensitivity: Patients with a history of severe hypersensitivity reaction to
Taxotere® or other drugs formulated with polysorbate 80 must be excluded.

- Informed Consent: Each patient must be completely aware of the nature of his/her
disease process and must willingly give consent after being informed of the
experimental nature of the therapy, alternatives, potential benefits, side-effects,
risks, and discomforts.

- The patient has not had a prior malignancy in last 5 years other than curatively
treated carcinoma in-situ of the cervix or non-melanoma skin cancer

- No serious medical or psychiatric illness preventing informed consent or intensive
treatment (e.g., serious infection).

- Patients with brain metastases are excluded.

- Patients known to have HIV will be excluded.