Treatment of ortho-lithiated tert-butyl N-arylcarbamates (i.e., BOC-protected anilines) with N-(trifluoroacetyl)piperidine provides 2-(N-BOC-amino)aryl trifluoromethyl ketones which, upon consecutive reaction with an α-alkoxycarbonylsubstituted phosphorus ylide and acid (or base) yields 4-tri-The common access to the pharmaceutically attractive 4-trifluoromethyl-2-quinolinones [1,2] consists of two reaction steps which have to be controlled carefully (Scheme 1). The preparation of the prerequisite N- (4,4,4-trifluoroacetoacetyl)anilides poses the first problem. In particular anilines carrying electron-withdrawing substituents tend to produce concomitantly or exclusively the isomeric "anils" [3] (or β-anilinocrotonate tautomers thereof), the precursors to 2-trifluoromethyl-4-quinolinones.[4] Even if this stumbling block can be circumvented by applying the "watering protocol" [2] or another suitable regiodiscriminating method, [5] one has to be aware of another pitfall. The cyclization of the acetoacetanilide may go astray providing still 2-trifluoromethyl-4-quinolinones rather than the targeted 2-quinolinone isomers if the reaction is not carried out in a most effective manner using hot concentrated sulfuric acid.[2] Scheme 1. Known condensation of anilines with ethyl 4,4,4-trifluoroacetoacetate giving 4-trifluoromethyl-2-quinolinones.[ Such uncertainties encouraged us to develop a new method that would open a regiochemically unbiased, though structurally flexible entry to 4-trifluoromethyl-2-quinolinones. We opted for an "off-shore" [6] cyclization approach, that is the construction of the heterocyclic part without the active participation of the aromatic ring. In this way, electronegative substituents would not compromise the electrophilic attachment of a heterofunctional side chain, the crucial feature of any "on-shore" process. This design concretized in an ortho-trifluoroacetylation of the aniline starting material bearing an N-tert-butoxycarbonyl ("BOC") protective group at the nitrogen atom, a C 2 chain extension by a suitable condensation reaction and an ultimate closure of the lactam unit (affording products 1, 2 and 3, respectively) (Scheme 2).Scheme 2. Projected new reaction sequence leading to 4-trifluoromethyl-2-quinolinones: ortho-lithiation, trifluoroacetylation, reaction with an α-(alkoxycarbonyl)-bearing phosphorus ylide and ring closure.The ortho-acylation of ortho-lithiated [7][8][9] BOC-protected anilines was accomplished with N-(trifluoroacetyl)piperidine as the reagent. Trifluoroacetic anhydride, previously successfully employed in the reaction with N, 3-dilithiated N-pivaloyl-3,4-dimethoxyaniline [10] gave only poor results. The oxacarbamates 1a (71 %), 1b (68 %), and 1c (51 %) thus obtained were transformed into the cinnamic ester derivatives 2a (79 %), 2b (76 %), and 2c (74 %) by simple Wittig reaction using 1-methoxy-2-(triphenylphosphonio)ethene