how do I make em? milkshape? max? ne tuts?

Go to the modeling forum. They'll know more.

Don't know anything from practical side but you canmodel in anything (gmax, softimage xsi, maya free edition, milkshape), but you will need to finish it in milkshape as it creates final mdl file (puts everyhing together). Sadly it isn't free.
For milkshape tut go
here (http://www.karljones.com/halflife/models/milkshape/milkshape_tutorial.asp)

You can compile WITHOUT milkshape, you use STUDIOMDL which comes with the half-life SDK.

You click and drag a "*.qc" file onto studiomdl.exe, and it compiles your model.

is there ne way to get around writing a qc file? like in mapping, there is nems batch compiler, or do i have to spend a few more days tryin to figure out the qc files?

no .qc's are a MUST. they basically tell the model where to get all the info from to compile. you can get Milkshape to write it for you by using the "generate control file" command. just kee all ur stuff in 1 folder its a lot simpler. infact heres a run down of a .qc in order.

This line sets the compiled model name and location
$modelname "C:\SIERRA\Half-Life\dod\models\ab\AB_C47.mdl"

This line sets where all the .smd files for your model are
$cd "\Davids\Models\"

This line sets where all the textures are
$cdtexture "\Davids\Models\"

Unsure of purpouse, but its best to have it in there
$cliptotextures

This command will publish the model textures into a seprate .mdl one with a T before the .mdl the // means its commented, ie not used.
//$externaltextures

This is how the model will be scaled during the compile
$scale 1.0

This line states the sub model group name
$bodygroup body
{
This line specifys which .smd is used for the "reference"
studio "./AB_C47"
}

This line informs it about the animations.
$sequence idle "AB_C47_fly" loop fps 30 ACT_IDLE 1
................. NAME ".smd name" action ... # action type