I know this sounds backwards than how most would do it but here's why. My main machine, which has my cable modem atached, resides in my room and has to run 98 cause I compose music on it and do not have WinWk drivers for one of my pro-audio soundcards. Because others like to use my system for the internet and I get tired of having strange things happen when I'm not around and having to troubleshoot them, I have set up another system in the living room for other household memebers to use. I have put Win2K on that system so that that I can administrate it easier. I've got both of them set up and networked and the talk to each other no problem. I want to be able to give the Win2k machine access to my cable modem on the Win98 machine. The Internet Connection Sharing method applet only works if the client machine is a Win 9x based system. How would I go about Getting the Win2K machine to see and use the cable modem connection? I don't want to put the modem on the other system cause if someone messes it up, I'm out on both systems. Any Ideas?