When treated with strong bases, N-ethoxycarbonyl methylides of C-unsubstituted 1,2,3,6-tetrahydropyridines undergo decyclization to form penta-2,4-dienamines [1] or undergo recyclization with contraction of the ring and formation of 2,3-disubstituted pyrrolidines: the products of a [2,3]-sigmatropic rearrangement [2][3][4][5][6]. While continuing our systematic investigations of the chemistry of tetrahydropyridines [7-9], we studied the question of how the ratio of the expected products is affected by the presence of an aryl substituent at C(4) in the anhydro base (the N-ylide A) generated from 1-ethoxycarbonylmethyl-1-methyl-4-phenyl-1,2,3,6-tetrahydropyridinium chloride (1) when it is heated in the presence of sodium hydride. We found that the presence of a phenyl substituent has a substantial effect on the direction of the reaction: we isolated two compounds from the reaction mixture in 1.5:1 ratio with overall yield 64%, where the first compound had the structure of the expected 4-phenylpyrrolidine 2 while the other compound, to our surprise, proved to be the tetrahydroazepine 3. N Me CH 2 COOEt Ph N Me CHCOOEt Ph N Me COOEt Ph N Me COOEt Ph + NaH + Cl _ 1 A 2 3 + _ The [1,2]-shift leading to compound 3 is probably due to the electronic effect of the styryl moiety, which stabilizes the allyl cation C. Introducing a phenyl substituent conjugated with the endo olefin bond was probably the electronic factor which affected the stability of the intermediate zwitterions B and C.In the case of zwitterion B, a [2,3]-sigmatropic rearrangement occurs, while in the case of the allyl ion C there is a Stevens rearrangement (a [1,2]-shift) [6,10].