The product distribution obtained from the reaction of (acy1oxy) alkyl a-halides (1 or 5) with phenols was found to depend on the nucleophilicity of the phenol, the nucleofugicity of the leaving group, and the ability of the electrophile to stabilize a carbenium ion. More nucleophilic phenols tended to give more acylation while better leaving groups and more stable incipient carbenium ions in the electrophile tended to favor the formation of ...