Installing Windows 98 or ME on Pentium D system


This is an experiment that I did just to see whether it can be done on a Pentium 4 or later version processor. So far I managed to install Windows 98Se and ME on a Pentium 4 system ( PGA478 ).

My latest attempt is on a Pentium D ( LGA775 ) Dual Core 64bit system and it also worked. Before doing this, first I need to check if the manufacturer provided me with Windows 98 or ME drivers. The drivers sometimes made or given as an extra even though the system itself is meant to be installed with Windows XP or Vista. So if the installer still want to do this and anything goes wrong, it can void the warranty. And there goes one expensive piece of hardware down the toilet.

I’m not encouraging anyone to do the same so this little experiment of mine just to prove to myself it can be done on a newer version processor. So proceed at your own risk. I don’t mind wrecking my own computer and I’m doing it just to satisfy my curiosity.

After the released of Pentium 4, all the mainboard manufacturer does not recommend the use of legacy Windows OS anymore. So you will see this notice or reminders on every Users Manual:

“Company Name” Reminds you: Because of the limitations of chipset, this MB does not support Win98/ME

Everytime I see this, I have this itchy feeling that I want to try it anyway when it clearly says not to. The evil that man do.

My Test System:

Processor: PentiumD 3.40Ghz-64bit, FSB-800Mhz, LGA 775 ( 2×2 MB L2 Cache )

Mainboard: P4M800 Pro-M7, FSB-1066

Chipset: VIA Chipset VT8237R

Video: BFGTech GeDForce 6800GT, DDR 3, 256Mb, AGP-8X

Memory: 2x 1GB DDR2, PC2-5300/667Mhz

Hardisk: Samsung 80Gb SATA150

The Steps:

Before begin installing Windows 98/ME, create a bootable Windows 98/ME emergency diskette on existing computer or on some other Windows 98/ME machine;

Use Start–>Settings–>Control Panel–>Add-Remove Programs–>Startup Disk.

When system boot from this diskette, the diskette will create a RAM drive that contains ( among other things ) Microsoft’s simple text editor program. I used a ready made bootable CD.

Start up the computer, and immediately go into the BIOS setup program ( consult the motherboard manual to learn which key you need to press, typically Del or F1 ).

Look for an item labeled something like “IDE Configuration”, can be found mostly in newer version of mainboard.

Select it and find an item labeled “Onboard IDE Operate Mode”.

Change the setting from “Enhanced Mode” to “Compatibility Mode”.

Note: Must make this change before doing anything that will require reading a CD from DOS, Windows 95, 98, or Me.

Also in the BIOS, look for an item labeled “USB Configuration” and find an option to configure the “Legacy USB Support”.

Change this from “Auto” or “Disabled” to Enabled”; I can experiment with this setting later, but I find that USB performance is unacceptably slow under Windows 98/ME unless I set “Legacy USB Support” to “Enabled”. Or until USB patch drivers is installed.

Prepare the hard disk by formatting it to FAT file system. After I have prepared my hard disk, boot from the emergency Windows 98/ME diskette or CD and choose the option to boot with CD-ROM support.

Note: Some mainboard already have a boot options shortcut keys. (consult the User Manual).

The RAMDRIVE or virtual CD device driver and other files will be loaded into memory.

Note: drive letter will be allocated automatically, depending on availability and number of drives or partitions.

Example: screen image of CD device drivers loaded; usually look like this and drive letter F: is allocated for CD drive:


Remove boot diskette or CD.

Insert the Windows 98/ME setup CD. Use DOS command to access the CD drive.


type F: ( refer to CD drive letter and press enter )


type dir/w ( press enter )

directory of F: will be shown and look for SETUP.EXE

type F:SETUP.EXE ( press enter )

Windows 98/ME will start and after installing the system will restart.

After the restart the system will hang and sometimes crashes with BSOD (Blue Screen Of Death).

That is to be expected because I’m using 2Gb of RAM. Windows 98/ME can only run with not more than 256Mb of memory.

So a little memory tweak inside the system.ini file is needed to make Windows 98/ME to work with more memory.

Force reboot or restart the computer. Repeat the boot process from the boot diskette or CD.

Inside DOS type EDIT, MS-DOS editor will open.

Use shortcut keys:

1. Alt+F

2. press O

3. Inside OPEN menu use Alt+D or Tab key to highlight drive letter ( where Windows is installed ) and press enter

4. Use DOWN key to highlight folders ; go down and look for WINDOWS folder and press enter

5. Alt+F or TAB key to go to Files menu; use DOWN key to highlight files and go down until System.ini file is found and press enter

6. Find the section in the System.ini that begins with this heading [386Enh] and insert these lines below the heading ( the order of the lines and their exact location below the heading does not matter, but they must precede the next header that appears within square brackets ):

( this will enable 1Gb of memory so my second 1Gb will not be use by windows 98/ME )

Now find the heading [vcache] and insert these lines below it:

MinFileCache=65536 ( 64Mb cache ) or 32768 ( 32Mb cache )
MaxFileCache=65536 ( 64Mb cache ) or 32768 ( 32Mb cache )

7. Save the System.ini file when you finish editing it by using Alt+F and then press S; remove the emergency diskette, and reboot your system.

8. Windows 98/ME will continue the previously hanged installation.

Note: To check whether Windows auto modify the System.ini file. When the system is ready to reboot at the end of the installation, reinsert the emergency diskette, and let the system boot once again from the diskette. Once again, use to edit System.ini; Windows may have changed or removed the lines that you added earlier; if so, edit the file once again to insert or restore the lines that you added earlier.

9. After Windows completes its installation of new hardware and restarts ( probably more than once ), install the Windows 98 SE/ME drivers for the motherboard from the CD that came with it.

That’s it and I made Windows 98/ME to work with modern hardware. I can use the Windows 98/ME to run any softwares or applications that didn’t work with Windows XP or just use it in my Multi OS setup.

I can continue experimenting with it and do more testing. From what I’ve experienced so far when using this setup, Windows 98/ME run exceptionally fast and smooth. I can really see the speed difference compared to the time I’m using Windows 98/ME with Pentium III.

2 thoughts on “Installing Windows 98 or ME on Pentium D system

  1. A similar situation exists in the office, where a W2K system has to occasionally be used for W98SE.

    Everything works great with 2GB EXCEPT command line operations. Attempting to open an MS DOS window results in a pane that says “There is not enough memory to run this program”.

    By removing a 1GB stick and changing nothing else MS DOS windows will initialize.

    Can you run MS DOS windows under W98SE on your 2GB system?

  2. The result should be the same. I have 2GB of memory on Win98SE and it seems the system saying “There is not enough memory to run this program”. A line of codes needed to be add in the “system.ini” or other system files in order to make it work. Win98SE was never made to run with so much memory before. 1GB memory is more than enough for Win98SE.
    But then again the situation can differ from one hardware to another. For an instance, a certain compatibilities option available in BIOS to enable legacy OS to run on newer generation of hardwares.

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