Hi Larry, Not if your using NETBUI or IPX as your protocol, since these ship with Windows for Workgroups. You can get TCP/IP for Win3.11 from the Microsoft web site. It is also on the MS TECHNET CD if I am not mistaken, but TECHNET is not free. You don't say if you are new you to setting up a peer-to-peer lan, so I'm going to skip all the gory details. There is obviously no wizards or plug-n-play in win3.11, so you have to set up the card using the install diskette. A couple of my plug and play cards have diskettes that will ONLY run if win95 is not detected, so even on a modern network card you shouldn't have too much trouble installing and configuring for the IRQ and address in DOS before starting win3.11 and adding the network. Write down the IRQ and address so you can enter the values in win3.11. Remember to give all the clients the same workgroup name, and make sure that all the clients are running at least one protocol in common. Win95 clients will be able to see win3.11 shares and win3.11 can see win95 shares so that will not matter. I have someone with two Win95 machines and one running Win 3.11FWG. Is there anything special that will need to be done to network the three machines with the existing OSs? This would be basically a peer-to-peer arrangement, correct? Any references to FAQs, web sites, articles, or books would be appreciated. TIA -- Larry Atlow Internet:[log in to unmask] Microcomputer Analyst Phonenet: (601) 264-9639