Some aryl substituted methyl 2-(4-nitrophenyl)-4-oxo-4-phenylbutanoates generally had poor to moderate inhibitory potency (4-73%) towards rat liver microsomal retinoic acid metabolising enzymes compared with ketoconazole (80%). Conversion to the corresponding 3-(4-nitrophenyl)-1-aryl-1,4-butanediols considerably increased potency (29-78%). The 4-iodophenyl analogue, (30) and the 4-iodo- (45) and 4-methoxyphenyl (46) analogues, were the most potent in both series respectively. The corresponding 5-membered lactones, in the three instances examined, were also potent (52%, 67%, 69%) as were the cis- and trans-isomers of the 5-membered tetrahydrofuran (77%, 65% respectively). Beckmann rearrangement of the oxime methyl 4-(2,4-dichlorophenyl)-4-hydroxyimino-2-(4-nitrophenyl)butanoate (54) gave the expected products (55) and (56), which were potent inhibitors (75%, 74% respectively) of the enzyme whereas the oxime was an activator.