DESCRIBED HEREIN ARE COMPOUNDS AND PHARMACEUTICAL COMPOSITIONS CONTAINING SUCH COMPOUNDS, WHICH MODULATE THE ACTIVITY OF 5-LIPOXYGENASE-ACTIVATING PROTEIN (FLAP). ALSO DESCRIBED HEREIN ARE METHODS OF USING SUCH FLAP MODULATORS, ALONE AND IN COMBINATION WITH OTHER COMPOUNDS, FOR TREATING RESPIRATORY, CARDIOVASCULAR, AND OTHER LEUKOTRIENE-DEPEDENT OR LEUKOTRIENE-DEPENDENT OR LEUKOTRIENE MEDIATED CONDITIONS OR DISEASES.