Compounds of Formula (IA) and (IB) ##STR00001## wherein R.sup.1, R.sup.2,
R.sup.3, A, B, C, D, and E are as defined herein, or a tautomer, prodrug,
solvate, or salt thereof; pharmaceutical compositions containing such
compounds, and methods of modulating the glucocorticoid receptor function
and methods of treating disease-states or conditions mediated by the
glucocorticoid receptor function or characterized by inflammatory,
allergic, or proliferative processes in a patient using these compounds.