Compounds having the formula (I), and pharmaceutically-acceptable salts, hydrates and prodrugs thereof,

in which E is ##STR1##

X is N or CH, W is —NR₁₆R₁₇, —NR₁₆C(O)R₂₂, —NR₁₆CO₂R₂₂, —OR₂₃, or a heteroaryl or heterocyclo group as defined in the specification, and R₁ through R₁₂, R₁₆, R₁₇, R₂₂, R₂₃, x, y, and z are as defined in the specification, are useful as modulaters of melanocortin receptors, particularly MC-1R and MC-4R.