Methyl 4,4″-difluoro-5'-methoxy-1,1':3',1″-terphenyl-4'-carboxylate was prepared by the aromatization of a cyclohexenone derivative, Methyl 4,6-bis(4-fluorophenyl)-2-oxocyclohex-3-ene-1-carboxylate using iodine and methanol at reflux conditions. The structure of the compound was confirmed by IR and single crystal X-ray diffraction studies. FT-IR spectrum was recorded and analyzed. The crystal structure is also described. The vibrational wavenumbers are calculated using HF and DFT methods and are assigned with the help of potential energy distribution. The geometrical parameters of the title compound obtained from XRD studies are in agreement with the calculated (DFT) values. The stability of the molecule arising from hyper-conjugative interaction and charge delocalization has been analyzed using NBO analysis. According to the MEP analysis, negative region (red) is mainly over the carbonyl group showing large activity. The calculated hyperpolarizability of the title compound is greater than that of the standard NLO material urea and the title compound is an attractive object for future studies of nonlinear optical properties.