The characterization and nucleophilic aromatic substitution (NAS) behavior of 3,5-difluorobenzophenone, 5, are reported. The reactivity of the electrophilic sites, activated by only a benzoyl group located in the meta position, in 5 was probed via NMR spectroscopy and model reactions and was determined to be sufficient to undergo typical NAS reactions. Displacement of the first fluoride atom in 5, with the phenoxide ion derived from p-cresol, required a reaction temperature of 150 degrees C for 21 h and resulted in a significant decrease in reactivity for displacement of the second fluoride-atom, which required 185 degrees C for displacement. Confirmation that the displacement reaction of both fluorides occurred via an SNAr mechanism was provided by H-1 and C-13 NMR data on the model compounds. High molecular weight, amorphous poly(arylene ether)s, bearing a pendant benzoyl group, were prepared via the reaction-of 5 with a variety of bis-phenols under typical NAS conditions. The glass transition temperatures (T-g) ranged from 111 to 133 degrees C while the 5% weight loss temperatures ranged from 488 to 494 degrees C under nitrogen and from 438 to 482 degrees C in air.