atom either by a benzyl group or a benzhydryl group were synthesized to delineate the scope of their ring expansion into 2-phenyl- or 2,2-diaryl-pyrrolidines through a Stevensrearrangement. Whereas the regioselectivity of the rearrangement is very high, the diastereoselectivity is low when 2,3-disubstituted pyrrolidines are produced, except in one case. The major undesirable side-reaction is a Hofmann