DescentBB

Celly 400
128MB SDRAM
440BX based mobo (seanix columbia 3 w/ onboard LAN)
SB16 PCI
V5 5500

So I'm trying to play D2. everything's ready to go. but when I plug in my n50 it seems to take over from the 3dpro, leaving it dead in the water. Anyone know how to have the two work as one under DOS?

I assume by "under DOS" you mean in a DOS box on Win9x? Move the Sidewinder to slot 1 in the Game Controllers control panel.

do you have all your USB drivers updated? Also, try looking in Game controllers in the Control Panel. Set the sidewinder as primary controller.