First of all, NO modem can currently connect at higher than 53.3k, according to federal law, so there is his FIRST mistake. Second, it all comes down to how many switches your connection goes through, the quality of the copper in place, and the type/quality of the racks you are dialing into. I have used USR hardware loyally for years now, and have never had an unresolved problem (mostly due to inexperience with new OS's, etc.) dialing up or with WinFax (versions 8 and 9 so far). I highly recommend them (especially over any software modem, especially the LT's...bad taste there :). I would recommend Adding ATS13=64&U8&N30&K0 to the "Extra Settings" field in Control Panel -> Modems -> Properties on your Modem -> Advanced. What this does is: 1) Disables x2 (S13=64) and thus only using the V.90 protocol, 2) Sets a lower connect limit of 14400k (&U8) and an upper connect limit of 45333k (N30), disables v.42 compression (&K0), thereby enabling STAC compression on Win95/98 machines with "Enable Software Compression" checked in Dial Up Networking. (Do not add the &K0 if you are using an operating system other than 95/98). If this provides a stable, fast connection (no retrains/renegotiations), you can up the NXX parameter (i.e. N31, N32, etc) until the connection becomes unstable (lots of retrains/renegotiations) or lower the NXX until the connection stabilizes. This will find the "sweet spot" for your phone lines. Call around and find an ISP that uses USR modems in their dial-up arrays...tell them what you are trying to do and I am sure they will give you a "trial dial-up." I have yet to have one refuse me...Hope this helps... Brad Tulsa, OK PCBUILD maintains hundreds of useful files for download visit our download web page at: http://nospin.com/pc/files.html