Abstract: The total synthesis of milbemycin & (1) and its epimer, 12-epimilbemycin p3, is described. The central features of the synthetic strategy are (a) construction of the spiro ketal unit by nitrile oxide dipolar addition,(b) introduction of the requisite C (12) methyl center via a chelation-controlled cuprate addition in tandem with a stereocontrolled Ireland-Claisen rearrangement, and (c) construction of the southern hemisphere via a novel SN2'reaction ...