Only one really possible thing. You probably have too much stuff in your computer. Either get a new one, or find some way of cutting down your computer to size. I know lots of people who try to put too much stuff in their computers. In fact, Your video and NIC card shouldn't even be using IRQ3. IRQ3 is normally used by the serial/com ports and by modems. You can share serial ports with the same IRQ. (ie. com 1 and 3 will use irq4 and com 2 and 4 will use irq4.) If you only have a couple serial ports, or one serial and one modem, or two serials and one modem. Have the two share irq 3 or 4 and dissable the third. Then you will free up an irq which can be used by something else. If you are going to use your 3Com card to connect to the internet via LAN connection, you can even disable your modem and all your serials as long as your mouse is on a usb or ps/2 port. If you are hooking the system to a network and have another win98/2k system on the same network which has a modem connection, you can share that connection and not need a modem anyway. If that doesn't help, let me know. I probably have other suggestions. I just want to keep this short for the time beeing.<br><br>Steve Kiehl<br>Webmaster, <b><i>Nanovox</i>.com</b>