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


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  • Stuart -

    You should be able to use a loopback adapter to create a private network between your physical computer and your virtual machine.  You can read about how to do this here:



  • First off I wanted to thank you for this info in advance

    ok I did exactly what you said...and attached the .iso to the virtual machine. And no did NOT automatically load. I had to manually choose an exe file that loaded it...then it asked to reboot. I did and viola...nothing. I still have no integration components and can't access it at all. Any ideas?

  • hey i am trying to do this because i want to play an old game i can't on xp

    so i wanna keep all my stuff on C but this thing is formating it.. and i don't know how to install it without the formating my c drive thnx in forward

  • Hi Ben. Great article. One question: should i be selecting a fixed VHD rather than a dynamic one? I only ask because after what appears to be a successful Win98 install, the VM reboots and then hangs on the Win98 splash screen. A further reboot and i get a message along the lines of no boot device/OS found. I've tried with both 64Mb or RAM and 128Mb. Thanks.

  • Yeah,but i using Windows 98 when i age 7.

  • Hi, i followed the steps you listed above to increase the video card memory, but when i used the code in the prompt windows, the files that were on my work directory seemed to not be affected by the commands written in prompt even if there were no error messages after typin enter.

    So i was non able to extract the content of the setup.exe file.

    I tried to use winrar to extract the files but i received a "damaged archive" error message even if the setup file is not damaged, in fact if I double click on it it starts without problems

    Do you have any suggestion?

    Thanks in advice.

  • Where to find it for windows 98 virtual pc??

  • How can i uninstall 98?

    do i have to unistall virtual pc first?

  • cannot see the iso file after doing the command prompt?

  • 1 - Thank you for this detailed article.

    2 - Virtual Additions from Virtual PC 2007 SP1 install and work just fine.

    Now i just need to work out how to set networking up and running...

  • Hey all.

    Just thought I'd contribute a little- I also found this tutorial helpful, but an easier method is: download a program such as virtual box/virtual pc or whatever, and choose to run an existing VMC. At this point you will  be given the option to browse your computer and select a .vmc file for loading. You can find a premade VMC with windows 98 installed readily available for downloading on the internet- I am including one example link, though it is not hard to find .vmc files on a file-sharing site.

    Hope this helps.

  • How do I set up a virtual machine in Windows XP to rum 98

  • I  just installed the virtual machine but I dont know how I can install windows 7 that was already there and the programs I need,

  • I am running a Win98 virtual machine so I can run old versions of CorelDRAW and FamilyTreeMaker that I don't want on my physical (Win7) machine.  I can get files to the virtual machine by creating and mounting ISO files, but how do I get files from the virtual machine back to my physical machine?  In the past (with Virtual PC 2007), I could just drag-and-drop files between the virtual and physical computers, but this no longer works with WinVPC.

    Any suggestions?

  • cnelson> "how do I get files from the virtual machine back to my physical machine?"

    Benjamin suggested a way with a private network (to Stuart).  There is another way, and that involves using a Win XP VM as an intermediary, since it can "see" the physical machines' hard drive(s). It can also see other virtual hard drives if you add them.

    1.  With the XP VM *shut down*, you go the the XP .vcmx file C:\Users\meTheUser\Virtual Machines

    (Where "meTheUser" is replaced by the user log in you are using on Win 7.)

    2. Right click "settings" on that .vcmx file

    3. Click down to "Hard Disk 2", supposing that you have not already added that.  ("Hard disk 3" is there too, if you need it.)

    4. Now, in the right-hand panel, you click the button for "Virtual Hard Disk" and point to your Win 98 .vhd file.

    Mine, for example, is:

    C:\Users\gwhite\AppData\Local\Microsoft\Windows Virtual PC\Virtual Machines\w98se.vhd

    Your Win XP VM can now "see" your Win 98 VHD.  

    5.  Make sure your Win 98 VM is shut down.

    6.  Start up your Win XP VM.  Once it is started, you should be able to find the Win 98 hard drive.  Since the XP VM can see both the Win 98 VHD and your physical Win 7 hard drives, you can literally copy files between them.

    Note:  You cannot have both VM's running at the same time to see the same VHD.  There is no true sharing with this method.  But it is straight forward, I suppose.

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Installing Windows 98 on Windows Virtual PC