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Besides the [386Enh] line, device=tpaudvxd.386 what else is there to comment out if you don't want thinkpad sound on. If you just comment out the above, subzero shows that tpaudwin.dll is loaded and that it takes 109kb. Thanks! BTW, I'm using a super neat utility, INIEDIT (freeware from winshare forum) that lets you batch-edit your win.ini/system.ini (or any ini) as you enter windows based upon if statements in either your autoexec or w.bat (which would call win.com afterwards). -- | Roleigh Martin, Rt. MN06-6130 Opinions are mine not UHC | | UHC, Advanced Technology AT&T/vmail: (612) 945-6529 | | 9705 Data Park Drive FAX: (612) 945-6502 | | Minnetonka, MN 55343 Email: rol@lochness.uhc.com | | ** B'days are good for health ** | | Statistics show that people with most b'days live the longest | | When cryptography is outlawed, bayl bhgynjf jvyy unir cevinpl |