Installing Windows 98 on Windows Virtual PC

Installing Windows 98 on Windows Virtual PC

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Windows Virtual PC only officially supports Windows XP, Windows Vista and Windows 7 as guest operating systems.  Thankfully it has great compatibility and can run many operating systems that are not officially supported.

I recently needed to setup a Windows 98 virtual machine for my wife – who has some genealogy software that will not even run on Windows XP.  To do this I created a new virtual machine and configured it with 64mb of RAM and a 16GB virtual hard disk.

I was then able to install Windows 98 with no real problems:


Some things to be aware of when doing this:

  • I originally created the virtual machine with 128mb of RAM – but that caused problems for the setup program.  Setting the memory to 64mb allowed the installation to go through successfully – and I was able to increase the memory after the operating system installation.
  • I happen to have a bootable Windows 98 installation CD – but most Windows 98 installation CDs are not bootable.  If you have one of these – you need to use a boot floppy – which means you will need these scripts for attaching floppy disks to virtual machines.
  • While I used a 16GB virtual hard disk – because that is all that I needed – I have tried this with disks up to 127GB in size and not seen any problems.

After installation both networking and sound work correctly – but the video is kind of “sucky” and you need to capture / release the mouse whenever you use the virtual machine.  Luckily you can address both of these issues by installing older virtual machine additions in the virtual machine.  Doing this will give you:

  • Better graphics
  • Integrated mouse functionality
  • Desktop resizing

But you will not get:

  • Clipboard integration
  • Time synchronization
  • Shared Folders
  • Printer / smart card sharing

But how do you do this?  The trick is to extract the old virtual machine additions out of a previous product.  In my case I decided to get the virtual machine additions out of Virtual Server 2005 R2.  To do this what you will need to do is:

  1. Download Virtual Server 2005 R2 SP1
  2. Download the Virtual Server 2005 R2 SP1 Update
  3. Put both files in a temporary working directory (I used C:\work)
  4. Rename the Virtual Server setup.exe to 1setup1.exe
    - This is needed to get around the Windows application compatibility check, which we do not care about as we will not be installing Virtual Server
  5. Open a command prompt and change to your temporary working directory
  6. Run:
       1setup1.exe /c /t .
    This will extract the installation files out of the executable file
  7. Next run:
       start /wait msiexec /a "Virtual Server 2005 Install.msi" TARGETDIR="C:\Work\bits" /qn
    This will extract all of the files out of the setup package
  8. Finally run:
       start /wait msiexec /p KB948515.msp /a "C:\Work\bits\Virtual Server 2005 Install.msi" /qn
    This will apply the Virtual Server 2005 R2 SP1 update to the extracted files
  9. Make a copy of the virtual machine additions ISO – which will be at C:\Work\Bits\Program Files\Microsoft Virtual Server\Virtual Machine Additions\VMAdditions.iso
  10. You can delete all the other files now – as that ISO file is the only one you need

At this stage you should start up your Windows 98 virtual machine and login.  Then attach the VMAdditions.iso file to the virtual machine.  The virtual machine additions installer should start automatically inside the virtual machine:


After this you will need to reboot the virtual machine.

With all this in place – some parting notes that I have are:

  • Do not connect this to a network!  Seriously.  Windows 98 is no longer supported by Microsoft – and security updates are not being released.  Furthermore – there are no antivirus programs that are being actively maintained for Windows 98.  So it is just a terrible idea to do.
  • If you do have to connect it to the network – here are some tips:
    • Configure the virtual machine to use Shared Networking (NAT) – that will at least protect it from active network based attacks
    • You can install Internet Explorer 6 from here – but please, please, please do not use the virtual machine for general purpose web browsing
    • The Windows Update link in Windows 98 is broken – but you can use Windows Update by manually going to


Leave a Comment
  • Please add 7 and 1 and type the answer here:
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  • But why did you omit the VM additions for older OSes in the first place? All OSes down to Windows 95 should have been fully supported in Windows VPC with VM additions. Especially when Windows VPC cannot coexist with Virtual PC 2004. Btw, can Virtual Server 2005 SP1 coexist with Windows VPC?

  • Hi Anonymous -

    Windows 98 is not supported by Microsoft any more.  Not on hardware and not in virtual machines.  This method here is not tested and not supported.  Given that - it would be inappropriate to included these virtual machine additions in a supported product.



  • First and foremost, thank you so much for offering this information as I had all but given up on successfully installing Windows 98 in the new Windows Virtual PC.  Just out of curiousty, is the VMAdditions.iso from Virtual Server 2005 SP1 the same as VirtualPC 2007 SP1?  Just looking for the newest version of the iso before I start playing, as I have already saved the VMAdditions.iso from VPC 2007 SP1.  Thanks again for this, now bring on the Windows for Workgroups article :)

  • I love your posts about running old operating systems on Windows Virtual PC. Any chance we'll see you install DOS/Win 3.x or OS/2 with Virtual Machine Additions on Windows Virtual PC?

  • @bezem,

    don't know exact version of VirtualMachineAdditions.msi in Virtual PC 2007 SP1, but same file from update 32-bit_KB958162.msp contains version 13.823

    Updates for Virtual Server 2005 R2 SP1 32-bit_KB948515.msp and 32-bit_KB956124.msp contain 13.820, which is somewhat older than additions for VPC. I'm using 13.823 on Windows 2000 virtual guest machine.

  • @IL

    Hey thanks alot for the info!  I'll be sure to check the version of my VMAdditions ISO when I explore Windows 98 on Windows Virtual PC this weekend; I'm not sure if I had the hotfix file so I thank you for pointing me in that direction.

  • Hello. Although the list of supported guest OS is very (too) limited (for example, I think windows 2000 should still be officially supported by the latest version), it's great Windows Virtual PC is actually able to run many other systems (like Windows 98). Just a question : because Windows 98 is unsupported for a long time, you warn users about the danger of use for network or web purposes. Why not ? It is just a virtual machine ! If the host system - Windows 7 in that case - is properly protected (antivirus, firewall, ...), why bother ? There would be no infection from the virtual machine to the real machine and you can replace the files of virtual machine at any time. Am I right ? Thank you.

  • Like Jon, I am curious about the DOS part.  I have a customer that is using the Windows 98 DOS functionality for a program that they must run in a DOS environment.  Is there a DOS-capable virtual NIC available for those that would have to install a pure DOS environment or a hybrid DOS environment and then use the old DOS TCP/IP net client?

  • How To Install Windows Server 2003 R2 ?



  • Bezem / IL -

    I have not checked the exact version numbers - sorry.

    Jon / MikeB / Luciano -

    If you search this site you will find many posts talking about different operating systems on older versions of Virtual PC - most of which are still applicable to Windows Virtual PC.  That said - I will add it to my list of "blog posts to do" that I need to talk about this :-)

    Big Monstro -

    You are correct that a compromised / infected virtual machine is no more of a danger to you than if you had a seperate physical computer running Windows 98 that was compromised / infected.  But I do not want such a thing in my environment - virtual or physical.



  • So it would seem to be a good idea to put together a library of Virtual Machine Add-Ons from older versions of Virtual PC.

  • Hey Ben, stop stealing all my Win98 install page hits!

  • Is it possible to disable the integrated mouse functionnality without uninstalling virtual machine additions ? It is easily feasible with Microsoft Virtual PC 2004/2007 but I cannot find this option on Windows Virtual PC. I've a virtual machine with Windows 98 for game purpose (especially to play with Age of Empires II, because there are compatibility issues on Windows 7) and I need to disable integrated mouse to properly play. If I uninstall virtual machine additions, I uninstall the best driver for the virtual graphic card at the same time. How disable the integrated mouse functionnality with Virtual Machines Additions installed ? Should I use VPC 2007 instead ? Thank you for your answers. Best regards.

  • Has anyone else noticed issues with VMAdditions ver 13.823?  I have tried on both Win98 and Win98SE, using both the walkthrough above and EssJae's.  After installation of the additionas and reboot the additions work fine but then the system hangs at shut down on a black screen.  I havent had a chance to try rolled back VM additions yet but was curious if anyone else had encountered this.  Thanks!

  • Is there a reason why you are using VMAdditions 13.820 from Virtual Server 2005 SP1 + Update when Virtual PC 2007 SP1 has what seems to be the newer VMAdditions 13.823, which appear to work fine on Windows 98?

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