Abstract: New Heterocyclic systems namely derivatives (a-d) have been synthesized via reaction of - and 4-hydroxy-1-methyl-3-((E)-3-morpholino or piperidin-1-yl or 4-phenylpiperazin-1- yl or 4-(4-methoxyphenyl)piperazin-1-yl )acryloyl)quinolin-2(1H)-one (3a-d) derivatives and 2-amino thiophenol by using benzyl tri ethyl ammonium chloride in good yields. Some of the compounds have shown good anti inflammation activity.