Guys (and girls), I am stuck on this one. I replaced a crappy, generic, piece of sh*t modem with a US Robotics modem Sunday. I was consistently getting 35-44 kbps both up and down. Boy was I tickled pink. Before the wisecracks begin, let me preempt them by saying that I have no other option for internet access except dialup--view my other post about setting up a hosts file to get maximum efficiency out of it! Anyway, it wasn't destined to last long. I rebooted. "Modem not found, not installed, or not functioning correctly....." Device manager--ok. bound to dun. Previous modem uninstalled, registry checked for invalid keys left behind that would cause the new modem to not install correctly, before installing the new modem. The problem was this: Video card and modem both on IRQ 11. My video card has a history of bullying other hardware. Sometime back,I had to move my soundcard to a different pci slot to eliminate an IRQ conflict. After reassigning the modem to IRQ 5 in safe mode, video still on IRQ 11, the system will not boot into normal mode. It gets past the Windows splash screen, starts loading the desktop, and stops. Somehow, the irq switch has corrupted my video card drivers. I try to remove the drivers via control panel in safe mode. "Failed to initialize.." An unknown device (has to be the corrupted video drivers) is listed for all IRQ's in safe mode. CD-ROM or CD-RW drive not working in safe mode. I accidentally removed dialup adapter while re-enabling devices in safe mode while troubleshooting. Big no-no when running ZoneAlarm. I had to boot into XP, copy the 98SE CD to my 98SE Partition to get dun reinstalled in safe mode on 98SE. My motherboard does not have onboard VGA, so no video card physically installed=no video, period. I extracted a backup copy of the registry I had on the desktop from a couple of weeks back. That created more errors which I had to correct with WinDoctor. My efforts to resolve the issue are making it worse. I don't want to have to format and reload for a resolvable issue. HEELLLLLPPPPPP, Please. I'm running out of ideas.