Windows 98SE on New Hardware

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Okay so my brother wanted to play some of those old Windows Games that where made for Microsucks Winblows 98. The problem is he uses Apple Computers. And I use PC’s that have modern hardware that don’t support M$ Winblows 98.

I remember those days of Windows 98. In fact I still have the orginal CD’s for Win98, Win98Se and of course Win95. I also had some of the original games that would work on it. This is good for me since I hate to pirate crap. But how am I going to get Windows 98 to work on an Apple.

The answer is obvous but not simple. Use VirtualBox. Yeah you can install pretty much any OS as Guest inside of VirtualBox. However VirtualBox has issues with certain OSes.

VirtualBox requires OSes to run in 32bit True Color Resulution. Windows 98 only runs in 256 High Color Resulutions. Windows 98 will install as Guest inside of VirtualBox with only 256 Color Resolution but it will keep crashing.

VirtualBox requires OSes that support ACPI support. Windows 98 supports this but has trouble reconizing VirtualBox’s Emulated BIOS. Because of this if you do default install of Windows 98 it wont use ACPI support. So yes you will be able to install Windows 98 inside of VirtualBox without ACPI support but it will be extremely slow.

Windows 98 doesn’t support RAM that is higher then 512MB.

Lastly the VBox Guest Additions don’t work in a FAT Filesystem. And since Windows 9.x Systems use Fat Filesystems you won’t be able to use them.

So what we will need to do a stable install of Windows 98 inside of VirtualBox is the following.

  • Make an ISO image of the Windows 98 CD. I was using Linux so used K3B to do this.
  • Next we will need to modify the ISO image and add custom Video Drivers to the ISO image.
  • We will need to download and install the Latest Version of VirtualBox
  • We will need to make Windows 98 Virtual Machine with Virtual Box (Windows 98 doesn’t support large HDD’s so I made a Dynamically Expanding VM that was 4GB in size)
  • After the VM has been made we will want to change some of the default settings of it. (Change the sound to be SoundBlaster 16bit audio, Change the Network Adapter to PCnet-PCI 2)
  • Next we will install the modified Windows 98 ISO image onto the VM.
  • After the installation we will navigate into the C drive of the VM and copy all of the contents of the modified ISO image into a directory in the C Drive.
  • Next we will reinstall Windows 98
  • After that we will install the custom video drivers.
  • Then We will configure the custom video drivers
  • We will restart and we should be ready.

So lets get started. We will first gather everything we will need. Lets get our Windows 98 CD and place it on the geek table. And we will fire up our web browser and download the custom video drivers. I would recomend the VBEMP drivers by Bear Windows. You can get them at or you can make your own drivers like I did. But I will assume your using VBEMP drivers.

Here is the direct Download Link for the drivers

We will need to have cd burning program. For Linux users I would recomend K3B. If your using Debian based Linux System you can download it and install it by typing sudo apt-get install k3b

Or you can download and install it here

Next we will get the latest version of VirtualBox. You can get it from (Try not to use the OSE versions)

Direct download link for VirtualBox for Windows user can be found here
Direct download link for Apple users can be found here

If your using Debian based Linux System such as Ubuntu you may want to add the PEUL repo for VirtualBox and install using apt-get. A good how to can be found on at

We now need to get an ISO Image editor. For debian based Linux users I would recomend ISO Master. To install ISO Master type sudo apt-get install isomaster or you can download and install it here

For Windows users I don’t know of any free ISO Editors but you can buy Magic ISO Maker or you may be able to get away with just using the trial version of it which can be gotten here.

Now that we have everything on our computer we can start hacking away. You can start by popping in that ugly Windows 98 CD into your Optical Drive and opening up your burning program.

For Linux users choose to copy medium with K3B. And in the Window that pops up check the box that says Only Create ISO Image. Then choose the location that you want to save the ISO image to. Then We will click the start option. I’m not entirely sure how to do this in Infra Recorder but I’m sure it is pretty simple to figure out.

After the image has been made extract the Display drivers from the zip file that you downloaded from the Bear Windows website. Then look for the directory called UNI. It should be in the VBE9X directory. Now we will add the UNI directory to our ISO Image. To do this we will open up our ISO Image editor and navigate to the DRIVERS\DISPLAY\ directory of your ISO image. We will now add the UNI directory to that directory. We will then recreate the ISO with our ISO Image editor.

The new ISO image that we just made is our modified Windows 98 ISO image that we will use with VirtualBox. So now we will fire up Virtual Box and create our Virtual Machine Image. When VirtualBox is fired up we will click the button that says New. It will then walk you threw the process of making the Virtual Machine. Once the Virtual Machine has been made right click on it and choose Settings. A new window will pop up. Now we will click on the Audio Option which should be on the left hand side of the window. And we will make our Audio controller SoundBlaster 16. Next we will find the Network Option on the left hand side of the window. Usually it is directly under the Audio option. We will click the Network Option and we will make sure the Network Adapter is enabled. We will then click the advanced option and change the Adapter type to PCnet-PCI II. Now we will go over to the Storage Option on the left hand side of the Window and load the ISO Image. Click on the word that says Empty and then to the right where it says CD/DVD Device click on the folder icon. Then located the custom Windows 98 ISO image and load it into Virtual Box. Now close the window out and click on the Windows 98 Virtual Machine. It will then start installing Windows 98.

After Windows 98 has been installed load the ISO image into the Virtual Machine. Then navigate to the C: drive and make a new folder called win98. Open the folder up and then copy all the contents from the ISO image into the folder. Once all the content has been loaded restart Windows 98 in DOS. Now we will navigate to the win98 directory. To do this we will type cd .. (Don’t forget the 2 periods) This will bring the prompt to something that looks like C:> if it looks something like that then we will type cd win98. The prompt should look like C:\win98>. If it does then we will type setup /pj. This will start the installation of Windows 98 all over again. The /pj forces ACPI to be installed.

After Windows 98 has been reinstalled the second time. We will need to install the VBEMP drivers. Make sure the ISO image is loaded into the Virtual Machine when you Start Windows 98. Then right click on My Computer and select Properties. When the new window pops up select the tab that says Device Manager. Then select the Display Adapter option. Then right click on the driver and choose remove. This will remove the current driver. And Windows 98 should recognize new hardware. If it doesn’t then restart and it should recognize the new hardware after it restarts.

When it recognizes the new hardware choose to install from the CD. Then select the VBEMP driver. When the VBEMP driver is done installing restart your Virtual Machine again. Then right click any where on the desktop and choose Properties. In the new window select the Settings Tab. Now choose the True Color 32-bit option. Next the screen size to a bigger size. After you are happy with the changes click Apply to save the changes. Restart your Virtual Machine again and you should be done.

6 thoughts on “Windows 98SE on New Hardware

  1. Thank you for the tip.

    I already have Virtualbox in Linux with Win98SE as a guest.

    I downloaded the drivers from 'Uni' and then added them to the running Win98SE guest:-

    display / settings / advance / adapter …. I have a disk

    I exchange data between guest Win98SE and Linux by FTP. I have a copy of the Win98SE installation disk on drive D:

    Thanks for the really useful tip.


  2. Anonymous said…


    Wow never thought I would offend someone with this blog post, Maybe you should give your name if your going to say such things.

  3. Thank you very much. Your post answered a LOT of questions about virtual machines for me. I am going to just try to download the drivers and install them after installing the virtual machine guest OS rather than that whole ISO file step, though.

  4. Thank you very much for the tutorial. I had a quick question – for some reason after I install the new display driver (VBEMp) and try to change to 32-bit color, there's no option to do it. It only lets me choose 15- or 16- bit color…any idea how to fix this?