Win95 startup annoyance + related (??) modem problem

[Steve Hanks <hanks@cs.washington.edu>]

I have a 755CDV running Windows 95 which is exhibiting (at least) two 
annoying problems, and I'm wondering whether they're related:

1.  Every time Windows starts up I get two warning boxes.  The first 
says the APM driver isn't loaded and makes vague threats about 
system problems after a suspend, possibly having to do with the mouse.  No mouse
problems have been noted.   Then the second warning box directs
me to restart in DOS mode, run SETUP, and select "System with 
APM" or something like that.  Of course this isn't possible: 
the SETUP program in C:\WINDOWS has been overwritten by some 
installation software.

First question, how to make this annoying thing go away?

Now second problem:

2.  When I use the modem and disconnect, then suspend, wake up and try 
the modem again, I consistently get a "modem in use, quit other programs
that are using the modem and try again" message.  As you have no doubt 
guessed, there aren't any such programs, and believe me I have tried
killing off everything!

Since the first warns of horrible things happening after system suspend, 
and the second *is* a horrible thing that happens after system suspend,
I'm wondering if fixing the first might not fix the second as well.

Thanks in advance,
Steve