The chiral stabilised azomethine ylid 3 generated in situ via Lewis acid catalysed condensation of (5S)-5-phenylmorpholin-2-one with 2,2-dimethoxypropane can be trapped diastereoselectively with singly and doubly activated dipolarophiles. The cycloadducts may be dismantled in one pot to furnish enantiomerically pure 5,5-dimethylproline derivatives.Key words: ketone-derived chiral stabilised azomethine ylid, 5,5-dimethylprolines, Lewis acid 5,5-Dimethylproline (dmP) 2 has been shown to induce a restrained cis-amide bond conformation when included in peptidic systems. The racemic material has been incorporated into the dipeptide Boc-L-Phe-DL-dmP-OMe which was shown to exist as 90% the cis-conformer. 3 More recently, enantiomerically pure L-dmP, obtained from the racemate by resolution, has been incorporated into Nacetylated tripeptides designed to mimic regions of RNase A which possess cis-proline peptide linkages. 4 In the case of the tripeptide Ac-Tyr-L-dmP-Asn, 100% cis-conformation could be achieved; whereas Ac-Asn-L-dmP-Tyr gave an equilibrium mixture in which the cis-conformer predominated. However, the lack of generality of the reported synthetic approaches to the parent 2,3 severely restricts scope for investigation in this area using functionalised analogues.With this in mind, we considered that our chiral azomethine ylid cycloaddition strategy for accessing enantiomerically pure prolines 5a-i could provide a convenient and general approach to enantiomerically pure 5,5-disubstituted prolines if it were possible to generate an ylid by condensation of a ketone with (5S)-5-phenylmorpholinone 1 (Scheme 1). However, to the best of our knowledge, the generation of ylids by condensing ketones with secondary amines has not been reported, indicating potential pitfalls to such a route.These fears were borne out by experience when attempts at condensing acetone with 1 under conditions which had previously been successful with aldehydes resulted in no reaction. Surveying a range of Brønsted and Lewis acid catalysts and a variety of increasingly forcing reaction conditions proved equally fruitless. Presumably the combination of reduced electrophilicity of the ketone and the increased steric hindrance associated with formation of the ketone-derived azomethine ylid is responsible for this lack of reactivity. We experienced no better fortune when replacing acetone with 2-methoxypropene under a wide variety of conditions, but when 1 was treated with 2,2-dimethoxypropane in refluxing THF in the presence of MgBr 2 ×Et 2 O we observed disappearance of starting material and the formation of a new product. This material was very labile but could be sufficiently purified to identify it as the adduct 2 (Scheme 2). 6Although isolation of 2 in satisfactory yields proved impossible, methoxymethylene analogues of 2 have been used by Williams 7 and ourselves 8 as a means of generating formaldehyde-derived azomethine ylids in situ. To our satisfaction, repeating this reaction in the presence of Nphenylmaleimide led to formation of two ...