The 1,3-dipolar cycloaddition of nitrilimine generated in situ from N'-phenylbenzohydrazonoyl chloride and triethylamine to 2-arylmethylidene-2,3-dihydro-1H-pyrrolizin-1-ones afforded novel 4-aryl-2,5-diphenyl-2,4-dihydrospiro-[pyrazole-3,2'-pyrrolizin]-1'(3'H)-ones in moderate yields. The structures of all products were characterized thoroughly by NMR, IR, mass spectra and elemental analysis.