A class of novel non-steroidal compounds are provided 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 diseases, and have the structure of formula (I)
##STR00001## its stereoisomers thereof, or a solvate thereof, or a
prodrug thereof, or a pharmaceutically acceptable salt thereof, where Z
is CONR.sup.1R.sup.2 or CH.sup.2NR.sup.1R.sup.2 and where at least one of
X.sub.1-X.sub.8 is N, and R, R.sup.a, R.sup.b, R.sup.c and R.sup.d are
defined herein. Also provided are pharmaceutical compositions and methods
of treating obesity, diabetes and inflammatory or immune associated
diseases comprising said compounds.