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VirtualBox Windows 98se step by step

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1. Introduction
2. System requirements
3. Recommended software
4. Virtual Machine settings
5. Required command
6. Installation sequence
7. File Associations
8. Usability tips
9. Useful websites
10. Other driver options
11. Virtual PC 2007 links

1. Introduction

There are quite a few guides out there on how to install Windows 98se in VirtualBox, this one differs in the following ways
  • Level of detail - for instance this guide takes you step by step through installing the video driver, the other guides I've seen only give a general outline
  • Installed software - once you finish you will have a fully updated system with a basic software loadout and some important runtimes
2. System requirements

VirtualBox 4.3.6 or later installed along with the extension pack

The Base and Video memory allocated are quite generous and can be cut in half if desired

The install has been tested in Windows and Linux (obviously not all versions thereof) but not OSX

If you are using Microsoft Windows you may be better off using Virtual PC 2007 as it has full VM driver support for Windows 98se

3. Recommended software

Create a CD image file containing the following software (size given includes dependencies):

You can grab an archive with all the small files (those less than 5MB) and/or connect to a slow torent (4KB/s) containing all the files (en-GB versions)

The extracted config and batch files from this post's attachmentAttached File  Win98se_Config_Files.7z   1.75KB   36 downloads

Auto-Patcher December 2007 Full 331MB - MSFN topic
Auto-Patcher December 2008 Upgrade - download
sdd-win- 11MB - SciTech Display Doctor
KernelEx-4.5.2.exe - compatibility layer to run XP programs

GDIplus.dll - needed by SumatraPDF and some other applications
fp_10.3.183.90_archive.zip 61MB direct link - Flash for IE, extract flashplayer10_3r183_90_winax.exe and save that to the CD (or just grab it here), last version to work
msxml4-KB2758694-enu.exe 2MB - Microsoft XML 4.0 SP3, extract msxml.msi and save that to the CD
vcredist_x86.exe 3MB - Visual C++ 2005 SP1 KB2538242
dotnetfx.exe 55MB - .Net Framework 1.1 RtM
NDP1.1sp1-KB867460-X86.exe - SP1 for .Net 1.1
NDP1.1sp1-KB971108-X86.exe - .Net hotfix
NDP1.1sp1-KB2833941-X86.exe - .Net hotfix

7z920.msi 1MB - 7-Zip file archiver, make sure you get the .msi version
Firefox Setup 10.0.12esr.exe 19MB - a bit twitchy, last version to work
install_flash_player_32bit.exe -, last version to work
PlainOldFavorites_1.3.1.xpi - needed to create bookmarks
jre-6u22-windows-i586.exe 15MB - Java runtime environment, last version to work
Open Office 3.2.1 - United States - Great Britain - Other 127MB - needs Java, last version to work
SumatraPDF-2.2.1-install.exe 6MB - last version to work
Any old .pdf file to register the file association
klmcodec345.exe 26MB - K-Lite Mega Codec Pack, last version to work
quicktimealt156.exe QuickTime Alternative, last version to work

4. Virtual Machine settings

Create a new virtual machine named "Win 98se" with (preferred but optional) 512MB of RAM and an 8GB or larger hard drive (fixed size drives are usually faster) then adjust the VM settings to match as closely as possible the list given below (if an item is mentioned then its matching box is ticked)
  • General
    • Basic
      • Name: Win 98se
      • Type: Microsoft Windows
      • Version: Windows 98
    • Advanced
      • Snapshot Folder: Default Setting
      • Shared Clipboard: Disabled
      • Drag'n'Drop: Disabled
      • Removeable Media: Remember Runtime Changes
      • Mini Toolbar: Show in Fullscreen/Seamless & Show at Top of Screen
  • System
    • Motherboard
      • Base Memory: 512MB
      • Boot Order: CD/DVD then Hard Disk
      • Chipset: PIIX3
      • Pointing Device: USB Tablet
      • Extended Features: Enable I/O APIC (only)
    • Processor
      • Processor(s): 1 CPU
      • Execution Cap: 100%
      • Extended Features: Enable PAE/NX
    • Acceleration
      • Hardware Virtualization: Enable VT-x/AMD-V & Enable Nested Paging
  • Display
    • Video
      • Video Memory: 64MB
      • Monitor Count: 1
      • Extended Features: Enable 3D Acceleration & Enable 2D Video Acceleration
    • Remote Display
      • Not Enabled
    • Video Capture
      • Not Enabled
  • Storage
    • Floppy Controller
      • Type: I82078 - Use Host I/O Cache
      • Floppy Drive: Floppy Device 0
    • IDE Controller
      • Type: PIIX4 - Use Host I/O Cache
    • Win98se.vdi - 8+ GB Fixed
      • Hard Disk: IDE Primary Master
    • Win98se Install CD
      • CD/DVD Drive: IDE Secondary Master
    • Win98se Updates CD
      • CD/DVD Drive: IDE Secondary Slave
  • Audio
    • Enable Audio
      • Host Audio Driver: Windows DirectSound or Linux equivalent
      • Audio Controller: SoundBlaster 16
  • Network
    • Adapter 1
      • Enable Network Adapter
      • Attached to: Bridged Adapter
      • Name: {system specific}
      • Adapter Type: PCnet-PCI II (Am79C970A)
      • Promiscuous Mode: Deny
      • MAC Address: {randomly generated}
      • Cable Connected
    • Adapters 2-4
      • Not Enabled
  • Serial Ports
    • Ports 1-2
      • Not Enabled
  • USB
    • Enable USB Controller
      • Enable 2.0 (EHCI) USB Controller
  • Shared Folders
    • Machine Folders
5. Required command

After creating your virtual machine and applying all the settings but before starting it up exit VirtualBox and run the following terminal command in the same user account, it does not require admin privileges (replace "Win 98se" with the name of your virtual machine if you changed it)


"%ProgramFiles%\Oracle\VirtualBox\VBoxManage.exe" setextradata "Win 98se" VBoxInternal/USB/HidMouse/0/Config/CoordShift 0
Linux & OSX
VBoxManage setextradata "Win 98se" VBoxInternal/USB/HidMouse/0/Config/CoordShift 0
You are now ready to start the installation

6. Installation sequence

As Windows 98se can be more than a bit unstable I recommend saving your image at various points, just chose to "restart later" and shutdown instead of restarting then backup the virtual hard drive before proceeding

I've given the time taken for some processes on my system (with the AntiVirus turned off) if you want to take a break while they run

Optional steps are described in green
Start Windows 98 Setup and configure the hard drive (enable large disk support)
Start computer with CD-ROM support then enter the following commands
  • D:
  • CD Win98
  • Format C: /V:Win98se
  • Setup /p j (there is a space between /p and j)
Add ALL Windows components except additional Accessibility, Multilanguage Support and Web TV for Windows
Setup will hang on the first reboot after entering the license code, just force a restart
Setup will BSoD on the second reboot, press any key to continue
Switch to Windows Logon (Network Neighborhood >> Properties >> Configuration) - save point 1
Set Virtual Memory to 1GB (My Computer >> Properties >> Performance)
Auto-Patcher December 2007 Full (install only)
Auto-Patcher December 2008 Upgrade (install and run)
Enter the following key sequence - M N U 5 1 3 7 B P S I I (35 minutes)

sdd-win- (SciTech Display Doctor)
  • Install and reboot - save point 2
  • Register and reboot
  • Choose Monitor Model - (Standard monitor types) - Super VGA 1600x1200
  • Click Display Driver then change Active Driver to SciTech Nucleus Driver and reboot
  • Change Display Properties - Settings to 256 Colors - 1024 by 768 pixels and reboot
  • Windows will hang on startup, force a restart in normal mode
  • Change Display Settings to True Color (32 bit) and either 1152x864 or 1280x1024 pixels
  • Run the Optimize Wizard - Keep Current Mode - Continue Without Centering
  • Run MSconfig and disable "Check for SDD updates" on the Startup tab and reboot - save point 3
Windows Explorer settings (add to quick launch, details view, don't hide file extensions)
Network Setup Wizard (Accessories >> System Tools, cable must be connected, keep files x3)
Internet Connection Wizard (Accessories >> Communications, connect via LAN)
Lock down Internet zones (Internet & Restricted to High, others to Medium)
KernelEx-4.5.2.exe (compatibility layer to run XP programs)- save point 4

Run1X.bat (& Run2X.bat) where X is your CD drive - installs the following, reboots on completion (10 minutes)
  • Copy GDIplus.dll (5.1.3102.5581) to C:\Windows
  • flashplayer10_3r183_90_winax.exe (flash player for I.E.)
  • msxml.msi (MSXML 4.0 SP3 - extracted from msxml4-KB2758694-enu.exe)
  • vcredist_x86.exe (Visual C++ 2005 SP1)
  • dotnetfx.exe (.NET Framework 1.1 RtM)
  • NDP1.1sp1-KB867460-X86.exe (Service Pack 1)
  • NDP1.1sp1-KB971108-X86.exe (hotfix)
  • NDP1.1sp1-KB2833941-X86.exe (hotfix)
  • reboot and autostart Run2X.bat
  • extract OOo_3.2.1_Win_x86_install_en-**.exe (Open Office)
  • 7z920.msi (7-Zip file archiver)
  • Firefox Setup 10.0.12esr.exe (KernelEx - XP SP2)
  • install_flash_player_32bit.exe (flash player for Firefox)
  • jre-6u22-windows-i586.exe (Java Runtime Enviroment)
  • install openofficeorg32.msi
  • SumatraPDF-2.2.1-install.exe
  • klmcodec345.exe (K-Lite Mega Codec)
  • quicktimealt156.exe (QuickTime Alternative)
  • Set Firefox as the default web browser
Open PlainOldFavorites_1.3.1.xpi with Windows Explorer and link it to Firefox
Restart Firefox three times to enable Plain Old Favourites
Open a .pdf file in Windows Explorer and link it to C:\SumatraPDF\SumatraPDF.exe
DeFrag & Error Check
All done

7. File Associations

To register the file associations
  • 7-Zip: Open 7-Zip and it's under Tools >> Options >> System (clear the email options on the 7-Zip tab)
  • K-Lite Mega Codec: Open Media Player Classic and it's under View >> Options >> Player >> Formats
  • SumatraPDF: Open a .pdf file in Windows Explorer and link it to C:\SumatraPDF\SumatraPDF.exe
  • Open Office: The easiest reset method is to uninstall Open Office, reboot and then reinstall Open Office with the command [C:\Windows\System\msiexec.exe /I C:\OpenOffice3\openofficeorg32.msi REGISTER_ALL_MSO_TYPES=1 /Qb] or for individual file types you can open the file in Windows Explorer (shift-right-click if already linked) and link it to C:\Program Files\OpenOffice.org 3\Program\[word=swriter|excel=scalc|powerpoint=simpress] and then edit the file type (Tools >> Folder Options) adding [ -o "%1"] to the end of the open command
Open Office file association commands (does not work on network shares, local files only)
"C:\Program Files\OpenOffice.org 3\program\swriter.exe" -o "%1"
"C:\Program Files\OpenOffice.org 3\program\scalc.exe" -o "%1"
"C:\Program Files\OpenOffice.org 3\program\simpress.exe" -o "%1"
"C:\Program Files\OpenOffice.org 3\program\sbase.exe" -o "%1"
"C:\Program Files\OpenOffice.org 3\program\smath.exe" -o "%1"
"C:\Program Files\OpenOffice.org 3\program\sdraw.exe" -o "%1"
8. Usability tips

Some games can have trouble with the mouse, if so try turning mouse integration off

Some games require that the install CD be in the drive, if so connect to a physical (or advanced virtual drive - Windows, Linux) and enable passthrough

You don't have the ability to switch to a true full screen mode so you will have to adjust the host's resolution to close to that of the guest

The supported modes are 640x480 800x600 1024x768 1152x864 1280x1024 1600x1200

Try to match the vertical resolution as closely as possible while maintaining your monitor's aspect ratio, full screen mode will save you about 120 pixels

9. Useful websites

KernelEx wiki (application compatibility database)
Auto-Patcher MSFN topic
Main install guide used

10. Other driver options AKA wet bear

The "Setup /p j" command is used to force ACPI support (item 1) on installation, the other method commonly used is to install Rain 2.0, that should not be necessary in this case but if you are getting 100% CPU load from the VM even when it is sitting idle you could try it

SciTech Display Doctor was released for free (item 2) when the company went out of business, but if you don't feel comfortable using it or want to try something different you can install the Bear Universal VESA/VBE Video Display Driver using the one in the VBE9X\UNI folder (install tips)

You can use the Intel PRO/1000 MT Desktop (82540EM) network adapter as drivers are available, however it won't increase your network speed as VirtualBox will push data through the virtual interface at the highest speed your physical network will support, also don't change to it until after you've run the Network Setup Wizard

To use AC97 audio download the Realtek AC97 Windows 95 driver (not the 98se one) then extract it and use the device manager to install it

11. Virtual PC 2007 links

Despite what the Wikipedia article says you can install Virtual PC 2007 on Windows 7 as long as you don't also install the current version of Virtual PC

That means you won't have access to Windows XP mode but that's only available in Windows 7 Professional & Ultimate anyway

Mind you Virtual PC 2007 has it own problems, mainly due to the fact that you're stuck with a 1995 vintage 2D 4MB S3 Trio32/64 PCI (732/764) graphics adapter

Install Virtual PC 2007 in the following order

Edited by Kurt_Aust, 31 March 2014 - 12:24 AM.

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Thanks Kurt!  Just curious if you have experimented using 98 USP3 in an installation inside VirtualBox?  If it worked, it would seem that it might save some installation time and possibly add some features?  (Just a wild thought with nothing to back that idea up. :) )


Cheers and Regards



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Moved the Intel gigabit Ethernet driver to the optional drivers section

Added Realtek AC97 audio drivers to the optional drivers section

It was a host problem corrupting the audio on one of my Linux boxes, apparently VirtualBox doesn't like dual audio output on the host, so on my home theatre box where I was sending Audio to both the HDMI (TV) and analogue (headphones) outputs screwed it, weird as videos play just fine with dual output

bphlpt - no I haven't tried 98se USP3 in VirtualBox, for one thing I was unaware that it had been resurrected from the dead, although looking at it, it seems to be more work for the average end user than Auto-Patcher as Internet Explorer 6, DirectX 9c and Windows Media Player 9 aren't included



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Changed the monitor to Super VGA 1600x1200, it doesn't matter which one you pick as long as it's Super VGA, the allowed resolutions are always the same

Rewrote the installation batch files so that the first one calls the second after the reboot

Found a working command to install Open Office that registers the file associations properly



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Switched from VLC to K-Lite as that installs pretty much all the various codecs that games use

Added a link to the extracted ActiveX Flash player and an archive of the smaller patches

Added a torent of all the patches (it will be quite slow though)

Added usability tip on game CDs


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Hi Kurt, thanks for the very detailed tutorial. sdd-win- leads to a broken download link, I found an alternative via just copy and pasting in Google. If it works, and I get that far without messing up, I'll link it.



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In that context, a link to the unofficial SNAP FAQ may be handy. The UniVBE entry at the English Wikipedia may be relevant, too.



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SciTech Display Doctor link fixed, the other items (while interesting for historians and developers) would likely just be confusing to those this guide is targeting.

Edited by Kurt_Aust, 31 March 2014 - 01:03 AM.


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Thank you Kurt_Aust. I struggled to do some things here or there because I just didn't know or understand, but the steps you took were so good and simple I eventually got it running. Just want to let you know how grateful I am for your thread here.

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