I'll start from when everything was fine. I had 4 servers running windows nt4 sp6a. one server was used for e-mail scanning and as an SMTP gateway, one was a proxy server, one the PDC/file server, and the other ran our exchange 5.5 server and acted as a BDC. Our internet connection changed in a way that the proxy server was not needed anymore, so I took it out of the network, and set it up with W2KAS and our mail scanning program. I also setup a brand new machine with W2KAS to run DNS and DHCP. both of these machines went online at the same time and behaved fine. next step, I upgraded my PDC to adv. server. this is when the problems started. since then, I've upgraded the exchange server, but demoted it so it is no longer a domain controller. The problem is as follows. there are not tags or trail of bread crumbs to follow. a users account will simply lock out almost instantaneously with 3 `Unknown user name or bad password' events in the security log in a row. but it only does it to my windows 9X machines. I've never had a problem with any computer running windows 2000 pro. I'm not sure where to go from here. any ideas?