The thermal rearrangement of α-substituted silanes (R3SiCHXR'), in which there is exchange of X and R between the silicon atom and the adjacent carbon atom, has been studied. Kinetic parameters for two compounds (Me3SiCBrPh2 and Ph3SiCHOAcPh) have been measured. Migratory aptitudes of both X and R have been examined. A mechanism involving initial migration of X to silicon, to form an" inverse ylid" is proposed.