When subjected to tandem S N 2¢-S N Ar cyclization in the presence of alkyl or aralkyl amines, Baylis-Hillman acetates gave the corresponding 1,2-dihydroquinolines, which on simple exposure to light and oxygen afforded the corresponding 4-and 2-quinolones through sensitized oxidation or a D 3,4 -D 2,3 shift → oxidation cascade. The mechanism of the oxidation step, the stabilities of the 1,2-and 1,4-dihydroquinolines in solution and in the solid state, and the synthetic elaboration of the key intermediates to known therapeutic agents are discussed.