Under special conditions a-bromobenzalacetone reacted with morpholine to give a-bromo- cumorpholinobenzylacetone 111. Com- CsH6CH-cH-cOC6Ha pound I11 reacted slowly with morpholine to give mainly I and traces of II. When I11 was treated with sodium ethoxide a good yield of the light yellow compound I1 resulted. Compound I1 could not be made to add a second molecule of morpholine to give I.'