Codeine 1 and morphine 2, the principal constituents of opium, continue to attract the attention of organic chemists thanks to both their biological activities and their unique structure.[1] Their complex pentacyclic skeleton, which includes a quaternary carbon center, has stimulated extensive efforts. To date there have been more than 20 total syntheses of codeine (1), morphine (2), and thebaine (3).[2] We were interested in the synthesis of codeine for two reasons: first, codeine was found to be an allosteric potentiating ligand of nicotinic receptors, [3] and second we have a general program underway in the laboratory in which we have shown that tricyclic spirocyclohexadienones are valuable intermediates for the synthesis of natural products in the Amaryllidacea galanthamine-type, maritidine-type, and Aspidosperma alkaloids. [4] In an effort to develop new allosteric potentiating ligands of nicotinic receptors with a codeine-type scaffold, we initiated our own studies of a total synthesis of codeine. Herein we disclose a total diastereoselective synthesis of (AE )-codeine (1), which involves a new construction of the morphinan skeleton. The present study provides an efficient method for the elaboration of the quaternary carbon at C-13 and for the highly diastereoselective introduction of the C-14 stereogenic center of the morphinan system.Our retrosynthetic analysis of (AE )-codeine (1) is shown in Scheme 1. Codeine could be obtained from amine intermediate 4 by using an intramolecular hydroamination reaction to form the D ring. Compound 4 could in turn be prepared from aldehyde 5. In our synthetic pathway, we planned to use for the first time a Claisen-type rearrangement to introduce the C-14 substituent. This type of rearrangement applied to compound 6 would provide a precursor of the aldehyde 5 and control the stereochemistry of the substituent at C-14 of 5. The tricyclic amine 6 would be obtained from the spirocyclohexadienone 7 by a lactone ring opening with an amine followed by a spontaneous intramolecular Michael