This invention provides compounds of Formula (I): ##STR00001## wherein
R.sup.1 and R.sup.2 are independent substituents or are fused to form
spirocyclic rings; R.sup.3, R.sup.C, and R.sup.4 are as defined herein;
and R.sup.5 is a substituted benzene ring or a substituted five or six
membered heterocyclic ring having in its backbone 1, 2, or 3 heteroatoms
including O, S, SO, SO.sub.2 or NR.sup.6; or pharmaceutically acceptable
salt thereof, as well as pharmaceutical compositions and methods using
the compounds as antagonists of the progesterone receptor.