The present invention relates to new class of non-steroidal compounds which are useful in treating diseases associated with modulation of the glucocorticoid receptor, AP-1, and/or NF-.kappa.B activity including obesity, diabetes, inflammatory- and immune-associated diseases, and have the structure ##STR00001## including all stereoisomers thereof, tautomers thereof, or a prodrug thereof, or a pharmaceutically acceptable salt thereof, wherein X is selected from N, O, and S; Y is N or CR.sup.6; Z is a ring; and where R, R.sup.a, R.sup.b, R.sup.c, R.sup.d, R.sup.1, R.sup.2, R.sup.3, R.sup.4, and R.sup.5 are as defined herein. Also provided are pharmaceutical compositions and methods of treating obesity, diabetes and inflammatory or immune associated diseases comprising such compounds.