Hi there Joan: Very simple, and that is to use Wingate 3 pro @ www.wingate.com , it works for win95/98/NT and is a NOBRAINER to install if you already have TCP/IP running properly. MS proxy server is way overkill for two machines, and is a bum to set up. Answer to q1: nope, the box doesn't need to be dedicated, can use it as a normal machine if its powerful enough. q2: Depends if MS proxy was with your backOffice package, if it is, by all means try and learn and use it, but its a bum to configure (i'm trying to get my MCSE:-) and that wingate will run as a real NT service. I'm running NT4server SP4 and Wingate runs fine on it. q3: As i said, you can have the whole kitchen sink on one machine, but you'll need some pretty heavy gear if you want to use it to serve and surf at the same time (probably o/c celeron or PII 350+, with pref. 128mb of ram and a fast HD). A 486 will never be able to push the cable modem hard enough with packets (and besides it will choke on NT!) Hope that helps, Alan Liu PCBUILD maintains many useful files for download on our web site - visit our download page at: http://nospin.com/pc/files.html