Tutorial: How to Install and Optimize Windows 98 Second Edition (2024)
As an abandonware enthusiast, I’m pleased to bring you an updated 2024 guide to installing and optimizing Windows 98 Second Edition. If you’ve never used Windows 98, this tutorial will enable you to run and play countless software titles found on the Internet Archive.
A very special thanks to my friend Alex Parajon for extensive help in testing and troubleshooting for this guide. We hope this guide is beginner-friendly enough for newer Windows and Virtual Machine users.
Note: This tutorial uses VirtualBox version 7.0.14
Required downloads:
MediaFire — PatchMem Floppy Disk Image
GitHub — Patcher9x - Latest Release
GitHub — SoftGPU - Latest Release
MediaFire — Realtek AC 97 Audio Driver Install Disk
Before we start…
When you click into a virtual machine, the virtual machine takes over (captures) the mouse. To give the mouse control back to your actual operating system, you need to press the host key on your keyboard. By default, VirtualBox’s host key is Right Ctrl, but you can also check and change your host key by navigating to VirtualBox Manager --> File --> Preferences --> Input --> Virtual Machine --> Host Key Combination:
Installing Windows
Launch VirtualBox. Once the VirtualBox Manager loads, in the drop-down menu at the top, go to Machine --> New
The Create Virtual Machine window will appear:
For now, we will pre-configure the virtual machine settings to say “Windows 98”. This gives us some correct settings by default. However, soon we will switch the officially listed configuration to a generic Linux machine to allow us to use the correct graphics controller. We’ll touch on that later.
For ISO Image, select the Windows 98 Second Edition ISO file from the Internet Archive.
For Type, select Microsoft Windows.
For Version, select Windows 98.
Click Next.
The Hardware page appears next:
Choose an initial Base Memory of 512MB, and leave the default of 1 CPU Processor since Windows 98 SE only supports using 1-core CPUs.
Click Next.
The Virtual Hard Disk screen appears next:
We recommend creating a new disk size of at least 2 GB to ensure enough space, but if you have space, you can choose up to 128 GB.
Click Next.
The Summary page appears next. If you’ve followed the steps closely so far, the Hardware and Disk settings should match these:
Click Finish.
Back inside the main VirtualBox Manager screen, with the virtual machine selected in the left-hand panel, we will setup the Virtual Machine with the necessary initial settings. Navigate to settings (indicated by the gear icon):
In Settings --> General --> Basic, switch the Type to Linux. Scroll down to the bottom of the Version drop-down menu and select Other Linux (32-Bit):
This will allow us to select the correct graphics controller later without compatibility issues.
Note: For now, a warning displays that says, “Invalid settings detected”. We will fix that when we get to the Display tab.
In Settings --> System --> Motherboard, ensure the boot order has Floppy at the top, that “Enable I/O APIC” is checked under Extended Features, and that “Enable Hardware Clock in UTC Time” is checked:
In Settings --> Display --> Screen, ensure “Video Memory” is set at the maximum 128 MB, that “Graphics Controller” is set to “VMSVGA” and that “Extended Features: Enable 3D Acceleration” is checked:
Note: This should get rid of the “Invalid Settings Detected” warning we saw earlier.
In Settings --> Storage, ensure that the two Storage Device Controllers are “Controller: Floppy” and “Controller: IDE”.
Note: If either are missing, click on the leftmost green icon at the bottom of the screen to add either the I82078 (Floppy) Controller or the PIIX4 (Default IDE):
Select the empty “Controller: Floppy”, click on the Floppy diskette icon on the right-hand side, and select the “Windows 98 Second Edition Boot.img” file:
Select the empty “Controller: IDE”, click on the CD icon on the right-hand side, and select the “Windows 98 Second Edition” ISO file:
In Settings -> Audio, ensure “Enable Audio” is checked and that the Audio Controller is currently set to SoundBlaster 16:
If you’d like successful internet connection later, in Settings --> Network, ensure that “Enable Network Adapter” is checked and that “Adapter Type: PCnet-FAST III” is selected under the Advanced drop-down:
Click OK.
Back inside the VirtualBox Manager screen, click Start:
In the Windows 98 Startup Menu, select option 1 — “Start Windows 98 Setup from CD-ROM”:
Once the Windows 98 Setup (blue screen) loads, press Enter:
Select “Configure unallocated disk space” and press Enter:
Select “Yes, enable large disk support” and press Enter:
Double-check that the Boot Disk is inserted by navigating to the VirtualBox drop-down menu: Devices -> Floppy Drives -> Windows 98 Second Edition Boot.img file is checked):
Press Enter:
The computer should quickly reboot and show the Windows 98 Startup Menu screen again.
Select option 1 — Start Windows 98 Setup from CD-ROM and press enter:
The Setup (blue screen) should start formatting the virtual hard drive:
Note: This may take some time.
The Setup (blue screen) should now say “Setup is preparing to install Windows…. Setup is now going to perform a routine check on your system”:
Press Enter.
The ScanDisk screen will quickly run, and the Windows 98 Setup Wizard should appear next:
Click Continue.
Go through the Setup Wizard, taking note of the following for each respective step:
Select Directory — Select C:\WINDOWS.
Click Next.
Setup Options - Select Typical:
Click Next.
Windows Components — Select “Install the most common components”:
Identification - type in whatever computer name you want, and leave the Workgroup text field as “WORKGROUP”:
Establishing Your Location — Select your country or region:
NOTE: IF the “Startup Disk” screen pops up:
Follow these steps:
In the VirtualBox drop-down, go to Devices -> Floppy Drives -> Choose/Create a Disk Image:
In the menu that appears, in the upper left-hand menu, click the Create icon:
Leave all settings as-is and click Create:
Ensure that the Floppy .img file that was just created is selected (the name from the previous Create wizard and the one selected in the Floppy Disk Selector should match) and click “Choose” at the bottom of the screen:
Back inside the Setup Wizard, click Next:
Setup will prompt to insert a disk:
Since we just created and inserted a blank Floppy into Drive A, we are safe to continue. Click OK.
Windows has finished creating the Startup Disk. At the prompt to remove the floppy disk, go back to the VirtualBox drop-down -> Devices -> Floppy Drives -> “Remove disk from virtual drives”:
Click OK.
Windows will now start copying installation files from the Windows install ISO disk to the virtual hard drive:
Click Next.
You should now be at this screen:
Note: This step may take a while.
If the next prompt asks you to remove all floppy disks and restart:
Double-check to ensure no floppies are still inserted by viewing the VirtualBox drop-down menu (Devices -> Floppy Drives -> everything is unchecked. If something is, select “Remove disk from virtual drives):
Click OK.
The machine will now reboot. Feel free to click the “Restart Now” button:
Once rebooted, select 1 — “Boot from the Hard Disk” and press Enter:
The Setup Wizard will continue where it left off. In User Information, type your desired name and click Next:
In License Agreement, click “I accept the Agreement” and click Next:
In Windows Product Key, type in the product key:
Note: If using the ISO from the link above, the product key is:
B8MFR-CFTGQ-C9PBW-VHG3J-3R3YW
Click Next.
You should now see the following screen:
Click Finish.
Installing Patches
Patchmem
We will now install the various patches needed to optimize Windows 98 for a faster modern experience.
NOTE: The following steps are very important so PLEASE READ:
- After the series of “Setting up Hardware/Hardware Detection” screens finish running, once prompted to reboot:
POWER DOWN THE MACHINE NOW (by pressing the x in the upper-right corner and clicking OK):
We will now install Patchmem. This patch allows Windows 98 to use up to 4GB of RAM.
In the VM Settings -> Storage, insert the Patchmem.IMA floppy downloaded earlier:
Click OK.
Start the Virtual Machine, and as soon as this screen appears, QUICKLY Press F12:
When this screen appears, Press C to boot from the CD-ROM:
Select option 2 — “Boot from CD-ROM” and press Enter:
— Select option 3 — “Start computer without CD-ROM support” and press Enter:
The Virtual Machine automatically selects the A: drive (the drive containing the Patchmem floppy). Type dir to show the file directory of the floppy:
Note: Not sure if this will happen for you, but if it shows up any directory contents other than patchmem.exe, for example A shows the directory of the original boot floppy:
Swap between typing B:, C:, D:, etc. and type dir to switch and search drives until you see the directory listing with only the patchmem.exe file:
Type patchmem.exe to install and press enter.
If the patch installs successfully, you’ll see this screen:
Power off the machine.
Patcher9x
We will now install the Patcher9x patch to prevent a bug from not letting Windows setup continue.
In the VM Settings --> Storage, insert the patcher9x floppy from GitHub (.ima file):
Click OK.
Start the Virtual Machine, and as before, as soon as this screen appears, QUICKLY Press F12 :
When this screen appears, Press C to boot from the CD-ROM:
Select option 2 — “Boot from CD-ROM” and press Enter:
Select option 3 — “Start computer without CD-ROM support” and press Enter:
Type dir and press Enter to show the file directory of the floppy:
Note: Not sure if this will also happen to you, but the dir command may display directory contents other than patchmem.exe — For example, A: shows the directory of the original boot floppy:
Swap between typing B:, C:, D:, etc. and typing dir afterwards to switch and search drives until you see the directory listing containing the patchmem.exe file:
Type patch9x.exe to launch the patch9x installation and press Enter.
On the next line, simply press Enter to install the patch to the windows system file folder.
Choose 1 to both extract and patch files and press Enter.
Enter “Y” to apply the patch. Once applied, you’ll be at this screen:
Congrats! You’ve installed Patch9x. Press Enter to finish the install.
Power off the machine again by clicking the X in the right-hand corner, and click OK.
In Settings --> System, rearrange the boot order so Hard Disk boots first:
Under Storage, eject the Patcher9x floppy and click OK:
Start the Virtual Machine.
If the Setup Menu appears, choose “Boot from Hard Disk”.
Once the Setup Wizard reloads, select Date & Time, click Apply, and then click Close:
Work through each subsequent screen, allowing Windows 98 to finish the “Updating System Settings” screen:
Click “Restart Now”.
If the Setup Menu appears, choose “Boot from Hard Disk”.
Windows 98 will have a couple loading screens to go through, but then system should now boot to the Windows 98 desktop. At this screen, click OK:
If you’ve arrived at the desktop:
Congratulations! The basic install of Windows 98 Second Edition is complete.
DirectX 9 and SoftGPU
First, we will install the SoftGPU driver pack downloaded earlier from GitHub.
In the Virtual Machine drop-down menu, choose Devices --> Optical Drives --> Choose a Disk File, first checking that no other ISOs are mounted (inserted) and mount the SoftGPU ISO:
Once the SoftGPU setup screen loads:
Leave all boxes checked as-is. Click Install to install Direct X 9 and click OK to continue. As the message box that pops up says, we will need to re-run SoftGPU after DirectX is installed to finish installing all the necessary drivers.
Complete the DirectX Install Wizard menus:
Restart when finished:
Once fully rebooted, run SoftGPU again (double-click on the “My Computer” icon in the upper-left of the desktop and double-click on the SoftGPU icon) to install the rest of the drivers. Once again, leave all boxes checked as-is and click Install:
Note: This may freeze the mouse/screen inside the VM for a bit. Just let it load.
Once completed, click Yes to reboot:
Once restarted, we will now install the Realtek AC97 Audio Driver downloaded from MediaFire earlier.
Realtek AC97 Audio Driver
In the VirtualBox drop-down menu, go to Devices -> Optical Drives -> mount the AC97 ISO (labelled as “Win98 Audio Driver Disk.iso”):
On the Windows 98 desktop, open My Computer and double-click on the disk inserted (should be Drive D:\):
Find the Setup icon (computer-with-disk symbol) and double-click:
Go through the InstallShield Wizard:
Once prompted to restart the computer, instead of selecting “Yes, I want to restart my computer now” and clicking finish, power down the machine:
With all the necessary patches installed, we can now take advantage of a couple better machine settings.
If you have enough free RAM to spare, go to VM settings -> System and change the Base Memory to a maximum of 4096 MB:
Go to VM settings -> Audio and change the Audio Controller to “ICH AC97”:
NOTE: Before rebooting, ensure the install disk is mounted in Settings --> Storage --> Controller: IDE, click OK, and reboot the machine. Windows may still need to copy files from the disk at this stage.
Note: If the screen shows any errors about files being missing, reboot and make sure the original Windows 98 Second Edition install ISO disk is inserted.
Note: If the screen shows any message about recommending you keep newer versions of files, click “Yes” through all of them:
Let the operating system perform any new driver updates. The desktop will load next:
It is now safe to eject any install disks.
If you increased the RAM, you should notice that Windows 98 runs much faster than before.
To change the display size for the desktop, go to the Windows 98 desktop, right-click on the desktop, click on Properties, go to Settings, and adjust the “Screen Area” by dragging the bar left or right:
This might take a bit of playing around to get the right resolution for your screen. For example, my monitor’s screen resolution is 1920x1080 pixels, so the highest resolution I can set Windows 98 to is 1280x960 pixels before the screen cuts off. After sizing the screen resolution up, my screen is this big:
Congratulations! You’ve installed Windows 98 Second Edition and successfully optimized it!