The present application describes novel cyclic -amino acid derivatives of formula I: ##STR1##

or pharmaceutically acceptable salt forms thereof, wherein ring B is a 5-7 membered cyclic system containing from 0-2 heteroatoms selected from O, N, NR^a, and S(O)_p, and 0-1 carbonyl groups and the other variables are defined in the present specification, which are useful as metalloprotease and/or as TNF- inhibitors.