First, I've resolved that I will just have to accept the following situation for now, but if anyone has any ideas, I'll try 'em gladly. Second, I realize the ultimate solution is to get a new videocard, but my upgrade budget is blown! OK, my hardware config: Win XP Home FIC KA6110 m.b. (Ok, this could use an upgrade as well!) PIII 450 512 mb 133 SDRAM 2 hd 1 cd 1 dvd Supramax 56i modem ATI All In Wonder 128 AGP Problem? Under Win ME I could watch TV and do VCR recording to disk while simultaneously surfing through my dial-up connection. Under XP, if I am web connected and then start TV app, everything freezes (no keyboard or mouse response, screen freezes, no BSOD or messages). If I'm not connected to web, I can watch TV no problem, but as soon as I click on my Internet Connection shortcut and dialing commences, I get same freezeup. If I'm watching TV and start recording, NP. But as soon as I try to stop recording, me is frozen again (still have TV audio, but video is frozen along with everything else). Only reboots get me out of these situations. I have installed the latest greatest ATI drivers for XP and followed ATI's installation instructions to the letter. Several times. Of course this should be addressed to ATI tech support but this is probably considered a legacy product now so I'm starting here. Sounds like modem and TV video are trying to access the same resources, but of course there are no problems according to Device Manager. As i've said this isn't the end of the world but I do enjoy my MULTImedia! Once, under ME (and while the complete opposite of low), I was able to surf, watch a DVD, listen to a CD, watch TV and play back an AVI all at the same time. Without crashing! Not bad for a 450 PIII, huh?