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N-Phenyl-2-phenylacetamide was alkylated with benzyl chloride in the presence of powdered potassium hydroxide under microwave irradiation in a solvent-free system. The reactions were also performed in the presence of phase-transfer catalysts. The formation of N-, O- and C-products of alkylation was followed by gas chromatography. The N-product was found to be the main product under microwave irradiation. The O-product was obtained in higher yields when an excess of base and benzyl chloride was used.