I have 2 pcs running 2k pro and both have a nic and modem in them. They are connected to each by the nic and connect to the internet by the modem. When the first pc is on the 2nd pc can not connect to the internet and gives an error of "No dial tone." But once pc 1 is off then I can connect fine. Do any one have any ideas?

Ummm do they both use the same phone line when they dial out?

Easy test connect a phone to one of the lines Dial 511 it will tell you the Phone # you are calling from.

Do the same on the other line.

If the numbers match your using the same line.

Solution setup ICS On one of the PCs. Remove the phone line from the other.

What you can do it dial-up from one, and use a cross-over cable to bridge the connection. You'll be cruisin the web at a whopping 4900kbit connection (max) but it'll get you where you need to go.