I have an Asus P5A rev 1.06 Super Socket 7 with the 1kohm resistor mod.
CPU is a K6 III+ running at 600Mhz @2.1v
1 stick of 256MB CL2 RAM
Maxtor Diamond Max Plus 9 80GB ATA133
Diamond Monster Fusion Voodoo Banshee
DLink DFE-530TX+ NIC PCI card
3Com USR 56K 0613 ISA Card

Running System Commander 8 with all of the following OS's
DOS 6.22/Win3.11/Win95 - Partition1 FAT
Win98 - Partition2 FAT32
WinME - Partition3 Fat32
Win2K Pro - Partition4 NTFS

I set all bios PNP config to Auto.
Inserted an AWE64 CT4500 ISA into my last (bottom most) ISA slot.
Turned on machine, noticed that both my ISA PNP cards (56k & AWE64) showed in PNP list.
Booted into Win2k.
Card was detected. Drivers auto installed.
Restarted windows.
Checked device manager, all looked good.
Clicked on the volume knob in Windows to adjust volume and started getting popping sounds and a lot of lag with the mouse.

Restarted again... It didn't recognize the AWE64.
Unplugged everything but the GPU, then installed the 56k.
Powered on, it shows in the PNP list at boot.
Shut down, inserted the AWE64, powered on, and then neither show up in the PNP list.

Removed both... Just inserted the AWE64... Powered on.... Doesn't show in the PNP list.

Is my board frying the awe64? Are there known issues with this combination of hardware?
Is there something I need to do in a DOS environment first?

I do not have any spare sound cards to test.
Should I just go with a PCI card?
Any suggestions for PCI that would also work in DOS, Win3.11 and Win95,Me,98,2k?

Really bummed as my other super socket 7 system with a gigabyte ga-5ax rev 5.2 plays very nicely with the awe64 gold that I have in there.
I am not risking to test that in this system.

Let me know if anything stands out to anyone here.
Thanks in advance!