Ron, I got everything working.
Again there absolutely NO PROBLEM WITH EITHER NIC CARDS, ROUTER, NOR CABLE MODEM.
The problem was that when i did upgraded to w2k (clean instal), my isa ports werent working (went south( big time)) @ the moment I had Phoebe 56k v90 modem, & the system wouldn't recognize it nor the isa ports. Also, in device manager com 1 & 2 were under exclamation mark, so I went with the bios update (which was supposed to fix it), and the update didn't worked right (ended up with nonbootable system, in other words "DEAD"), so I had to pull the chip out and send to ASUS for "Free Flash + $5 shipping back to me via UPS." When I got the darn thing back ( in nice turnaround time) I poped it back in, booted into w2k and everything was working right, until I started Intalling drivers for my ATI ALL IN WONDER VIDEO CARD-AGP, and SOUNDBLASTER LIVE VALUE-PCI, for both I went to manufacturers websites. Well, i guess that those werent too much of compatability with each other in w2k, worked a lot better under win98 SE. Blaster's drivers didn't detected the presense of the caard, ATI's w2k drivers page turned out to be XP's drivers suppoer page - why?? I have no idea.
So, I ended up with conflicts all over the system, it even knocked out nic card.
Later on messing around with the system I found out that nic can ping its assigned ip on my home network, but it would show up as a part of the network nor see any other computer on it.
Eventually, I traced problem down to bios, and to a clean reinstall of w2k only with video and nic installed.
I guess it is about time to do little upgrading after five year old stable in SE system.