Starting from readily available five-membered cyclic nitrones, paramagnetic analogues of palmitic and hexadec-2E-enoic acids are described with a range of pyrrolidine ring orientations. Herein we report the synthesis of 3,4-disubstituted lipophilic pyrroline nitroxides through a palladium-catalyzed cross-coupling reaction. Lipophilic phosphonium salt and SH-specific labels (methanethiosulfonates and isoselenuronium salts) with allylic and propargylic terminal groups are also described.It was the widespread occurrence of lipids as fuel molecules, signal molecules and membrane components that directed the researchers' attention to this field. 1 Synthetic lipids with a nitroxide or with a fluorescent probe have been extensively used in the past decades as useful molecular tools in ESR and fluorescence spectroscopy for studying the structure and function of complex systems such as phospholipid bilayers and membranes. 2-4 Until now, various spin-labeled analogues of naturally occurring lipids have been synthesized with a nitroxide radical either on the polar head-group or on the acyl chains. 5,6 The interaction of fatty acid spin labels with membrane components reflects the structure and function of the local environment with a high degree of sensitivity to motion and molecular rotation within the membrane organization. 3 Paramagnetic fatty acids have been used to study bilirubin-phospholipid interactions, 7 binding properties of bovine b-lactoglobulin 8 and oxidative membrane damage. 9 Lipophilic nitroxides can prevent peroxide-induced oxidative stress and apoptosis as shown with mitochondriatargeted nitroxides. 10 These potential applications have inspired researchers to synthesize a range of paramagnetically modified fatty acids for more than 40 years. The most simple and widely used approach is the synthesis of DOXYL fatty acids [e.g. 2-(3-carboxyethyl-4,4-dimethyl-2-dodecyl-3-oxyl)oxazolidine radical] using fatty acid ketoesters and 2-amino-2-methylpropanol as starting materials. 6 However, these compounds have limited stability toward reduction and protonation on the ring. To eliminate this problem we have reported the synthesis of more stable pyrrolidine (proxyl and azetoxyl) based fatty acids, starting from lipophilic nitrones, through a Grignard reaction of an unsaturated w-bromo alkene, followed by oxidation of the terminal double bond. 11 Synthesis of 3,4-disubstituted pyrroline nitroxide based fatty acids and oxa-oleic acid was also reported. 12In this paper we report the synthesis of novel 2,2-and 2,5-disubstituted pyrrolidine nitroxide fatty acids using a Grignard reaction, and 3,4-disubstituted pyrroline nitroxide fatty acids through a Suzuki reaction. Such compounds were also converted to their thiolspecific reagents and membrane probes. Treatment of 5,5-dimethyl-1-pyrroline N-oxide (DMPO; 1) or 2,5-dimethyl-1-pyrroline Noxide 13 (7) with dodecylmagnesium bromide in diethyl ether, yielded the trisubstituted nitrones 2 and 8, respectively, after oxidation of the resulting hydroxylamines to the nitrones ...