In this paper we describe a novel ring-opening reaction in which 4-(4'-hydroxyphenyl)-azetidine-2-ones, on treatment with base, rearrange to quinone methide intermediates with concomitant cleavage of the C(4)-N(1) bond. The quinone methide intermediate serves as a substrate for Michael-type 1,6 conjugate additions. (C) 2001 Elsevier Science Ltd. All rights reserved.