Sandy,
        You may already have had the best answer to your question which was,
 Why bother? OS 8.6 which is a free upgrade should have everything you
 need to connect an Ethernet modem. However if you still feel the need
 to go ahead there are a number of things to consider and no doubt I
 will miss something but for starters.
     How much RAM do you have? OS9 will require 80 megs  that's 2 x 32 + 16
 onboard ram as a basic minimum. If you use the machine for any kind of
 professional purpose I would suggest you put 2x128 meg ram sticks in
 there.
     CD player. If your CD is standard Umax original equipment or other
 non Apple replacement then your control panel will be from a vendor
 other than Apple this will need updating. Some companies notably FWB
 will charge for this. Hopefully other listers will chime in but the
 best solution is to get hold of a CD player from an Apple machine.
 It's one less nuisance to worry about and puts you in good stead for > OSX
later.

     Extensions and control panels for hardware add ons such as your G3
 processor. These may need updating make sure you have them available
 for loading into the new system.

     Now the maze of OS9 system software. There isn't one!
 What you need is a retail version of OS9  not one that came bundled
 with any particular mac, although there are people on this list who
 will let us know which versions shipping with which machine will
 fulfil our purpose (I hope).
 After OS9 came the upgrades  9.04, 9.1 then the 9.2s
 all are free from Apple site but some are quite large. (No sweat for a
 DSL modem). The consensus seems to be that our machines are most
 stable with 9.1 and quite happy with 9.2 (as long as certain
 extensions are removed).  There is no need to install 9.04 if you are
 going on to install 9.1 and 9.2 can only be loaded with the aid of a
 utility called OS9 helper.

     Next the issue of HD toolkit, I understand that each system upgrade
 requires a HDT upgrade for which a charge is made. With OS9 changes
 were made to the Apple disk tools which allow for a large number of
 previously unsupported drives to be recognised and updated.
 Unfortunately this will require re-formatting of the drive so you will
 need to do a complete back-up of all important non replaceable data on
 your drive. When you are happy that there are no files on the drive
 that you cannot re-load from elsewhere you can re-start from a system
 9 CD and from the Utilities folder on the CD select Drive set-up.
     When the window opens you will see a list of drives (CDs as well) or
 only one if that is all you have from which to select.
     Choose the drive you want (click on it) and then Initialise. You will
 then be presented with several options, Custom Set-up,  where you will
 have the chance to partition the drive Cancel, or go for it.

     After that you should proceed to load OS9 there are easy and
 customisable options available once you start the loading process. If
 you want to go to 9.1 which I would personally re-commend then you
 should have it ready and load it straight away.

 Out of time.
 Good luck.
 John




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