heres an update...

I decided to yank the 3-com modem out of my brothers machine and install it in mine.

I put my modem in his machine (hayes accura 56k).

His modem (3-com with the problems, installs on com5 irq5) now works just fine in my machine, my hayes modem doesn't work in his machine.

if I switch them back, the behavior stays with the machine and not the modem.

new question, what sort of things in the operating system would affect the modems ability to negotiate a connection? any help would be appreciated!

thanks