The present invention provides a compound having the formula: ##STR00001## wherein, n and m are 1; X.sup.1 and X.sup.2 are O; R.sup.1 is a member selected from unsubstituted phenyl and substituted phenyl; R.sup.2 is a member selected from hydrogen, --CN, --OR.sup.2A, -L.sup.2A--C(O)R.sup.2B, -L.sup.2B--S(O).sub.2R.sup.2C; R.sup.3 is a member selected from unsubstituted benzyl and substituted benzyl; R.sup.4 is a member selected from hydrogen and substituted or unsubstituted alkyl, wherein if R.sup.4 is methyl, then -L.sup.1-R.sup.1 is not benzyl or --C(O)--O--CH.sub.2--CH.sub.3; and L.sup.1 is a bond; and compositions and methods of using the compounds as glucocorticoid receptor modulators.