Compounds of formula Ia, Ib, Ic, Id, Ie, If, Ig or Ih: ##STR00001##
##STR00002## wherein X and Y are nitrogen or one of X and Y is nitrogen
and the other is CR.sup.g, and W, D, E, R.sup.4, R.sup.5, R.sup.6 and
R.sup.g are as defined herein. Also disclosed are methods of making the
subject compounds and methods of using the compounds in the treatment of
p38 MAP kinase-mediated diseases.