How-toWindowsWindows 98

Windows 98: installation and setup

How to install or upgrade to Windows 98 from your own disc: requirements, the five stages of Setup, the Setup Options, and the Startup Disk Microsoft says to keep.

Applies to
  • Windows 2000 and older

Rate this guide

Windows 98 can go on an old computer either as an upgrade from Windows 95 or as a fresh install. Here is what to expect at each stage, for people restoring old hardware or running older software.

Windows 98 no longer gets security updates

Microsoft ended support for Windows 98, 98 Second Edition and Me on July 11, 2006. Keep a Windows 98 computer off the internet, and do not use it for banking, shopping or email. Move files with discs or drives scanned on a modern computer.

Windows 95 to Windows MeA timeline of 5 events in date order. The full text follows the picture.Windows 95 to Windows Me1995Windows 95Released in August 19951998Windows 98Retail release in June19981999Windows 98 SecondEditionPublic release in June19992000Windows MeAvailable fromSeptember 20002006Support endsJuly 11, 2006 for 98, 98SE and Me
Release dates from reference sources; support end date from press reports of Microsoft's notice.
Text version of this diagram
  • 1995: Windows 95. Released in August 1995
  • 1998: Windows 98. Retail release in June 1998
  • 1999: Windows 98 Second Edition. Public release in June 1999
  • 2000: Windows Me. Available from September 2000
  • 2006: Support ends. July 11, 2006 for 98, 98 SE and Me

What you need

  • Your own Windows 98 disc and product key, from a copy you legally own. Microsoft no longer sells it. Do not download disc images from websites.
  • Microsoft's setup chapter lists a 486DX/66 MHz processor as the minimum (Pentium or better recommended), 16 MB of memory, a VGA display and a 3.5-inch floppy drive. You also need a blank floppy disk for the Startup Disk.
  • Free disk space of at least 120 MB, and up to 355 MB for a new install, plus room for the swap file. The disk must use a FAT partition. Windows 98 cannot install on an NTFS-only disk.
Setup Options and the space each needs
OptionWhat it installsSpace needed
TypicalThe default, for most users202.3 MB
PortableAdds Briefcase, for laptops176.3 MB
CompactOnly the minimum files163.7 MB
CustomYou choose the parts204.3 MB by default

The Setup Options screen is for new installs. These sizes come from Microsoft's chapter on setting up Windows 98.

Back up first

A fresh install on a disk that already holds data means erasing that disk, and a new install does not carry over your programs or settings. Copy everything you need to another drive first, and stop if you are unsure which disk holds your files. See how to back up your files.

Choose how to install

  • Upgrade from Windows 95. Run Setup from inside Windows 95. Microsoft recommends this to keep your settings, and it installs to the same folder.
  • Upgrade from Windows 3.1x. Run Setup from Windows. Most settings carry over.
  • New install. Run Setup from MS-DOS on a new or reformatted disk. Nothing carries over, so reinstall your programs.

Microsoft says you cannot dual boot Windows 98 and Windows 95.

Install Windows 98

  1. Close all programs. Microsoft's setup chapter explains that Setup changes the boot sector of the hard disks, which virus-protection software is designed to block, so it can make Setup fail. Pause any antivirus program (and any BIOS virus-warning setting) only for the length of Setup, and turn it back on as soon as Setup finishes.
  2. Put the Windows 98 CD in the drive. If you are upgrading from Windows 95, select Start, then Run, type d:\setup and select OK. Replace d: with your CD drive's letter.
  3. For a fresh install from MS-DOS, start from a bootable disk that can read the CD drive, type the CD drive letter and a colon, then type setup and press Enter. A brand-new disk must first have a FAT partition created and formatted with a DOS disk tool such as Fdisk, which erases the disk. Follow the instructions that came with your computer or disk for that step.
  4. If Setup starts from MS-DOS, it runs a quick ScanDisk check first. Let it finish. If you start Setup from inside Windows 95, Microsoft says it does not run this check, so run ScanDisk yourself beforehand.
  5. Accept the license agreement and enter the product key from your box or certificate.
  6. On a new install, select the setup option in the Setup Options screen. Choose Typical unless you have a reason to pick another.
  7. Follow the prompts for your name and settings. Setup also asks you to make a Startup Disk with a blank floppy. Microsoft describes it as mandatory. Label it and keep it safe. Windows 95 Startup Disks are not compatible with Windows 98.
  8. Wait while files are copied. The computer restarts. Leave the CD in and do not press keys until it finishes.
The five stages of Windows 98 Setup5 numbered steps, one under the other. The full text follows the picture.The five stages of Windows 98Setup1PreparingPreparing to run Windows 98Setup2CollectingCollecting information aboutyour computer3CopyingCopying files to yourcomputer4RestartingRestarting your computer5FinalizingSetting up hardware andfinalizing settings
Microsoft's stage names; Windows 95 had twelve steps.
Text version of this diagram
  1. Preparing: Preparing to run Windows 98 Setup
  2. Collecting: Collecting information about your computer
  3. Copying: Copying files to your computer
  4. Restarting: Restarting your computer
  5. Finalizing: Setting up hardware and finalizing settings

Check that it worked

  1. Right-click My Computer and select Properties. The General tab names the system and its version. The original release is 4.10.1998. Second Edition is 4.10.2222 A.
  2. Select the Device Manager tab. A yellow mark on a device means it needs a driver from its maker.
  3. No product activation is needed. If the display looks coarse, install the display driver from the computer maker.

Next steps are in Windows 98: installing programs and drivers, and fixing common problems.

Running it in a virtual machine or emulator

Emulators such as 86Box and PCem imitate old PCs most accurately. VirtualBox's official guest list does not include Windows 98. Keep any virtual machine off the network.

If something goes wrong

  • Setup stops or restarts repeatedly. Remove nonessential devices, then start Setup again.
  • Not enough room. Free disk space, or use the Compact option on a new install.
  • It does not start from the CD. Start from a bootable floppy disk that includes CD-ROM drivers, such as a Windows 98 Startup Disk made on another computer, then run setup from the CD drive.
  • Memory above 512 MB. Windows 98 was designed for up to 512 MB. With more than about 1.5 GB, it may restart repeatedly. Remove extra memory.

Frequently asked questions

Do I need to activate Windows 98?

No. You enter the product key during Setup.

Can I upgrade from Windows 95?

Yes, if your disc is the upgrade or full version. Run Setup from inside Windows 95. See also installing Windows 95.

Can I install Windows 98 on an NTFS disk?

No. Microsoft says it needs a FAT partition.

Is there a newer system for the same PC?

Maybe. See ChromeOS Flex on an old PC for a supported alternative on some older hardware.

Was this guide helpful?

Choose from 1 star (not helpful) to 5 stars (very helpful)

Rating this guide needs JavaScript. You can send feedback on the contact page instead.

Official resources used

Pages consulted while preparing this guide. Check them for the latest details.

Need more help?

If this guide did not solve your problem, send us a message and tell us what you tried.

Contact us

Beware of fake support

Real support never asks you to call an unfamiliar number, pay with gift cards or let a stranger control your computer.

Read how to stay safe online