PC Card (PCMCIA) Troubles…

“Windows is not able to identify or use the inserted PC Card device because there is no memory area available to communcate with the device. You must make a memory area available before this device can be used. Check your computer’s CONFIG.SYS file for a memory manager that is excluding upper memory regions between A000 and FFFF.”

Dell Inspiron 7000, Win98SE, 3Com 3ccm156b 56k modem. 64MB RAM.

Steps already taken:
Tried 2 different modems in both slots.
Deleted all networking/modems.
Reinstalled all networking & modems.
Checked config.sys (it is empty).
No device conflicts in Dev. Mgr.
No new software installed before error message started appearing.
Really stumped. Technet offers nothing. Please help… Thanks…