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Michael, If your starting from scratch see if you can get a hold of Win95 OSR2. I've had far less trouble with it compared to my Win3.11 upgrade to Win95 installation. From the IBM website you'll need: 1. The MSCDEX CDROM driver to install Win95 from CD. You probably already have this. 2. Thinkpad features, 2 disks. 3. Mwave for Win95, 3 disks. Mwave for DOS if you might boot there. The MWAVE installation is less tedious with Win95. Although two irriating things haven't changed since you loaded it last. You still need to pull out the floppy drive to load the above IBM distributed stuff. But worse, Mwave 2.25 is still crap. Its finicky on phone line quality producing non-robust connection drops. The 33.6 speed (not 28.8) disables Mwave sound. The CPU drag when the Mwave modem is in use is very noticable. I think the Mwave modem was designed for use with a terminal or fax program, not a PPP stack and internet apps. I recommend a PCMCIA modem. I can only comment on Mwave performance in Win31 and 95. You also asked about OS/2. Anyone know if Mwave modems have this behavior in OS/2? about a year or so ago, i sent to this list some detailed instructions on setting up an mwave thinkpad from scratch to win95 at 28.8. does anybody still have that, or instructions of their own? (i assume the mwave is at 33.6 by now, and i assume the process is still more tedious than it should be) i left my sysadmin job (and this list) about 8 months ago, so i no longer maintain a fleet of thinkpads. now i'm a student again, and i just bought a used 755cd from my former employer-- one that i used to work on, in fact, but it's stripped and they've lost both my documentation, and my driver disks. i don't have any of my old bookmarks, so i'd also like to know where i can d/l the latest drivers. also, about the time i left this list, people were starting to talk about osr2-- what works, what doesn't work on the tp's. i'm setting this up from scratch, so i'd like to go ahead & run osr2 since it's on my desktop and i like a lot of the features. any bumps in the road i can expect on the tp? thanks in advance. -- Michael J. Verne uscmikey@bigfoot.com