Thanks for the replies guys. Roving : Ya it's definitely a driver issue. But the problem is that this problem didn't happen before the SP2 install and has always happened after, in particularly with the USR 5699 winmodem. krick : I totally agree with you guys on the winmodem vs HDW modem issue. Problem is that these are customers computers. And we sold a lot of 5699 winmodems back in the day. I didn't notice this problem for about 2 wks or so since i usually do a single connection test. Can't really tell them to just buy a new modem. I've stopped using SP2 on systems with USR winmodems since. Gape : Latest drivers, hehe, the USR driver on the website is years old and has always worked. No updates available. charles__ : yup i had thought of that one, but sadly no. No fax programs either. So do you guys have any other ideas? Maybe a clue as to what possible changes SP2 makes to how a modem driver works? It seems that it's only the USR winmodem i'm having difficulties with. Cheers RedwingTech