Methodology is described for the annulation of five-membered carboxylic rings onto cycloalkanones, using an intramolecular sulfur ylide reaction. Epoxybicyclo[x.3.0]alkanes (x = 3, 4, 5, 6) were obtained from cycloalkanones via the corresponding 2-[3-(phenylthio)propyl]cycloalkanones (2a-d, 7, 11), which were reacted successively with triethyloxonium tetrafluoroborate and potassium fert-butylate. An analogous annulation to give a six-membered ring epoxide from 14 also proceeds smoothly, whereas attempted seven-membered ring formation from 17 was unsuccessful. The stereochemistry of the various annulations was determined and compared with the stereochemistry of the epoxidations of the corresponding olefins (33a-d, 35, 38, 40). These olefins were obtained by intramolecular Wittig reactions. Mechanisms for the ylide cyclizations are discussed.