Windows 98SE is considered abandonware and the Windows 98SE ISO and Product Key can be obtained from WinWorld:
Use the OEM Full ISO as the Retail Full ISO doesn't boot in VMware Player without use of a floppy disk and use the provided Product Key. For this version of Windows there was only a Product Key. Windows 98 SE was too primitive for Product Activation and a high proportion of Windows 98 SE computers were offline meaning internet activation mechanisms were unfeasible during this version fo Windows lifecycle.
Windows 98SE requires the Pre2k version of VMware Tools which installs some of the System Drivers such as the virtual display driver and also allows dragging and dropping files to the Windows 98 Guest:
Download the patcher9x-win64.zip from the assets of the latest release:
Download and install on the Windows 11 Guest:
Download and install on the Windows 11 Guest:
The Windows 98SE installation errors out on a VM on a modern computer:
This program has performed an illegal operation and will be shut down.
If the problem persists, contact the program vendor
Essentially the processor is too fast and windows 98SE expects to wait more than "zero seconds" for an operation. Therefore the WIndows 98SE installation media needs to be patched with patcher9x. Extract patcher9x:
Now extract the WIdnows 98 SE ISO:
The files from the ISO need to be extracted, to do this right click the ISO and select Show More Options:
Select 7zip and then extract to:
Cut the extracted folder and paste to Downloads:
Rename the folder WIN98_SE and delete the old ISO and zip files:
Navigate to the extracted patcher-win64 folder:
Launch patcher9x.exe:
Select More Info and Run Anyway:
In file explorer navigate to WIN98_SE and then win98 which is the folder that contains the .cab files:
Copy the file path:
And paste it into the terminal (note the file path should be entered without quotes):
Input 4 scan *.CAB archives and patch them directly. Input:
Input y:
The *.CAB files will now be patched. Press ↵ to exit:
The following folder now needs to be converted back into an .iso and this .iso needs to be bootable:
Launch ImgBurn and select Create Image File from Files/Folders:
Load a folder:
Select WIN98_SE:
Select, select folder:
Select options and change the data type to MODE1/2048 and the file system to ISO9660 + Joliet. Ensure Recurse subdirectories is checked:
Select Labels and under ISO9660 input WIN98_SE and under Joliet input WIN98_SE:
Under Advanced, select Bootable Disc. In Bootable Disc select Make Image Bootable and change the emulation type to Floppy Disk 1.44 MB. Change the Platform ID to 80x86 and set the Developer ID as Microsoft Corporation:
Under Boot image select load folder:
Go to the [Boot] folder and select the Boot-1.44M.img:
Under destination select the folder icon:
Navigate to Downloads and save the .iso as WIN98_SE_PATCHER9X:
Select the Create Image File from Files/Folder icon:
Select Yes and Ok:
The patched .iso will now be created, select OK:
Delete the previous files:
There should now be the patched .iso and the vmware tools .iso:
Download the following drivers
VMware tools is missing the Intel Chipset driver (use the latest at the bottom):
VMware tools is missing the NUSB Storage driver (use the 33 version, it reported works better with Windows 98 SE and the 36 version reportedly works better with Windows ME)
VMware tools is missing the Creative SoundBlaster driver:
Extract the Intel Chipset driver:
You should have the following and are now ready to create a Windows 98SE Guest Virtual Machine:
Select File → New Virtual Machine:
It is recommended to instead use "I Will Install this Operating System Later":
Select Microsoft Windows and Windows 98 and select Next:
The VM Name and Location will be shown. Note when used on a Windows 11 Host which is signed in with a Microsoft Account and integrated with OneDrive, the default location will be on OneDrive. The VM can be quite large and the location can be changed to local Documents by removing the OneDrive folder:
Note the name and location as these will be used later.
The default maximum size of the Windows 98 Guest is 8 GB which is a bit too restrictive. I recommend increasing this to 32 GB. Note the files on the Windows 11 Host won't be 32 GB but can be up to 32 GB if the Windows 98 Guests Virtual Drive is fully occupied with files. Windows 98 may struggle with a Virtual Drive > 32 GB:
Select Customise Hardware:
Change the memory to 512 MB (Windows 98 has issues with larger memory sizes):
Leave the processor options to their default. Windows 98 does not support any of the unticked technologies and only supports 1 processor. A modern processor may be too fast for it and the patcher9x will need to later be used to address this:
In CD/DVD select the Windows 98 SE OEM ISO:
Leave Network Adaptor at the default setting:
Leave the USB Controller at the default setting. NUSB will need to be installed later to access USB Devices:
Leave the Sound Card at the default setting:
Leave display at the default setting and select Close:
Select Finish:
Select the Windows 98 Guest and select Play:
Select Boot from CD-ROM:
Select Start Windows 98 Setup from CD-ROM:
Press ↵:
Select Configure Allocated Space (Recommended):
Select Yes Enable Large Disk Support:
Press ↵:
Select Boot from CD-ROM:
Select Start Windows 98 Setup from CD-ROM:
The Windows Setup will format the Virtual Drive:
Press ↵:
Select Continue:
Select the default C:/Windows and select Next:
Select Typical and press Next:
Select Install the most common components (recommended):
Use the default computer name or amend as desired and select next:
Select your location and select next:
Select next:
Input your user name and select next:
Accept the License Agreement and select Next:
Input the provided Product Key and select next:
Select Finish:
Log in:
Select your Time Zone and select apply and close:
Select restart now:
Log in:
You are now on the Windows 98 Desktop:
Select Start → Shut Down:
Select Shut Down and then OK:
Installing VMware tools will install some of the Windows 98 System Drivers. Installation of drivers also uses the Windows 98 Installation CD, so it is recommended to use a second virtual drive for VMware Tools.
Select the Windows 98 Guest and select Edit Virtual Machine Settings:
Under Hardware select Add:
Select CD/DVD Drive and select Finish:
Select use ISO Image and select the winPre2k.iso:
Select the Windows 98 Guest and select Play:
In the Windows 98 Guest, navigate to My Computer:
Select VMware Tools:
Select Next:
Select Typical (I select Complete and the same number of drivers were installed, some system drivers are missing and need to be manually installed) and Next:
Select Install:
Select Finish:
Select Yes:
The Windows 98 Guest will restart. Select My Computer:
Select Control Panel:
Select Display:
Select Settings and change the resolution to the maximum value and select apply:
Select OK:
Select Yes:
Select the Windows 98 Guest window in the Windows 11 Host or Ubuntu 24.10 Host and resize it, the Windows 98 Guest will automatically update its resolution to match the window size:
Select System:
Select Device Manager:
Notice that the:
- Multimedia Audio Device
- System Peripheral
- PCI Universal Serial Bus
do not have driver.
Select Start → Shut Down:
Select Shut Down and then OK:
On the Windows 11 Host or Ubuntu 24.10 Host, navigate to Documents and the Virtual Machines folder:
Copy the Windows 98 folder to back it up:
This will give you a working state to revert back to if you encounter an issue during driver installation (to revert, delete the WIndows 98 folder and rename the backup Windows 98).
VMware Tools is installed meaning drag and drop to the Virtual Machine works bi-directionally on a Windows 11 Host and on a Ubuntu 24.10 only from the Ubuntu 24.10 Host to the Windows 98 Guest:
Extract the 6.3.0.1007.zip folder:
View the extracted folder and drag the infinst_enu.exe for the Intel Chipset Software Installation Utility to the Windows 98 Guest:
Launch the infinst_enu.exe:
Select next:
Select yes:
Select next:
Select next to restart the Windows 98 Guest:
Select next:
Select next:
Select next:
Select next:
Select finish:
This process repeats for a number of other drivers. Select yes to restart the Windows 98 Guest:
Drag the nusb33e.exe to the WIndows 98 Guest desktop and launch the application:
Select yes:
Select yes:
Select My Computer:
Select Control Panel:
Select System:
Select Device Manager:
Select PCI Universal Serial BUS and select properties:
Select Driver → Update Driver:
Select next:
Select finish:
The PCI Universal Serial BUS is no longer listed under Other devices because it has its driver installed:
Drag SBPCI_WebDrvsV5_12_01.exe to the Windows 98 Guest Desktop and launch the setup:
Select yes:
If the following error displays, check the Windows 98 Installation Disk is mounted in D: (just mount it on both optical drives). Select Removable Devices → CD/DVD → Settings:
Under Use ISO file image, select the Windows 98 Installation Disk. Repeat for CD/DVD and select OK:
Select OK:
Select finish:
Open the Device Manager, the PCI Multimedia Audio Device listed under Other Device is gone because the driver is installed:
Drag the eapci8m.ecw waveset to C:\WINDOWS\SYSTEM:
Expand Sound, video and game controllers. Select SB PCI(WDM) and select Properties:
Select Settings and select Add WaveSet:
Select the system folder:
Select the eapci8m.ecw waveset and select Ok:
Select Ok:
Restart the Windows 98 SE Guest.
There is still a PCI System Peripheral in the Device Manager without a driver. To get the Hardware IDs press Start and select Run:
Input the following command:
hwinfo /ui
In the output file, press Ctrl+f and search for PCI System Peripheral:
This is:
HKEY_LOCAL_MACHINE\enum\PCI\VEN_15AD&DEV_0740&SUBSYS_074015AD&REV_10\BUS_00&DEV_07&FUNC_07
which is the VMware VMCI Bus which is used by VMware for folder sharing and dragging and dropping files:
According to Broadcom there is no Windows 98 driver for this device:
For Windows 98 and Windows 98SE, there is no support for the VMCI device in VMware Tools.
Broadcom Legacy Article 1023129
It is recommended to backup the Virtual Machine by copying the Windows 98 folder on the Windows 11 Host before attempting to patch Windows 98 SE.
Drag Auto-Patcher_for_Win98se_August_2007_FULL.EXE to the Windows 98 Guest Desktop and launch the application:
Select next:
Select next:
Select next:
Select next:
Select install:
Select finish:
The autopatcher will launch, input:
a
Then:
i
The autopatcher will begin installing updates:
Restart the Windows 98 Guest:
When you login back in, the autopatcher will display as a blank screen. Click into the terminal:
Press:
f
Updates will proceed:
Multiple restart cycles will be required. Eventually all the updates will be installed, press:
h
The log file will display the updates installed:
Devices can be attached from the Windows 11 Host to the WIndows 98SE via USB or Serial Port. For a Serial Port a USB to Serial Port adaptor is required. In the Windows 11 Host, right click the start menu and select Device Manager:
The USB to Serial Port Adaptor should be listed under Ports:
Its properties can be examined:
The Serial Port Speed in bits per second is displayed and Advanced can be selected to change the Serial Port number:
Changing the Port number requires a reboot, in this case it will be left as Com3:
The Windows 98SE Virtual Machine Settings can be modified:
Select add:
Select Serial Port and Finish:
If multiple Serial Ports are used, the specific Port can be selected (otherwise for a single Serial Port, Autodetect can be used). Select ok:
When the WIndows 98SE Guest boots, it will add the Serial Port using the Windows 98SE CD/DVD in Drive D:\ to find the driver:
The Serial Port properties can be examined in the Windows 98SE Guest:
Note this is Com3 in the Windows 11 Host and Com1 in the Windows 98SE Guest:
The Serial Port Speed in bits per second is displayed and needs to be set to the expected value for the Device connected via Serial Port:
The procedure to copy a CD/DVD to ISO has been examined already using ImgBurn. However most installation media does not need to be bootable and there is therefore no requirement to use the Advanced Bootable settings.
For a floppy disk. It can be converted into an image using WinImage:
The USB to Floppy Drive driver should be installed on a Windows 11 Host however may not display as a drive in Computer:
If it doesn't input:
A:\
into the address bar:
Select Disk and make sure Use Floppy A:\ is selected then select Read Disk:
Select save:
WinImage uses the format .ima:
However VMware requires the file extension .img, rename the file and change the file extension:
Select ok:
Patching Windows 98SE removed some of the patches made by patcher9x.
The floppy disk created above is a copy of the patcher9x-0.8.50-boot.ima from the assets of the latest release. Download this floppy image and change the file extensions from .ima to .img:
Edit the Windows 98SE Guest Virtual Machine Settings:
Select Add:
Then Floppy Drive:
And select this floppy drive image and then select ok:
When the Windows 98SE Guest launches:
It will boot to the Floppy Disk DOS program:
Input:
patch9x
Press ↵ to select the default Widnows system path:
Input:
2
and input:
y
Press ↵ to exit:
The next DOS prompt will display:
The floppy disk image needs to be disconnected to prevent the WIndows 98SE from booting to the DOS program. Select Player → Removable Devices → Floppy → Settings:
Uncheck Connected and Connected at Power On:
Select Player → Power → Restart Guest:
Select yes:
When the Windows 98SE Guest boots, it will install the floppy drive driver using drive D:\ hich contains the Windows 98SE CD:
The floppy drive image can be reselected now that Windows 98SE has booted:
The floppy drive now shows up as A:\ and can be selected:
The DOS program can be launched:
There is no need to run the program as Windows 98SE is already patched:
Additional Windows 98 software can be found in:
The Windows 98 SE Guest is now setup.
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