Acetanilide was converted into 2-chloro-3-formylquinoline by reaction with DMF--POCl3 at 80-90 °C and then condensed with aromatic primary amines to give Schiff bases 3a-c. These Schiff bases were then reacted with acid chlorides in toluene in the presence of a base to give 1,3,4-trisubstituted-2-azetidinones.