Windows 98SE on VirtualBox (with video and audio drivers) (updated March 2019)

Screen Shot 2015-12-04 at 1.00.52 AM

Why do this?

If you feel nostalgic for a bit of Windows 9x action, or you just want to play some old games that are between DOS and Windows XP, you can either build a retro PC gaming rig, or you can test the water with VirtualBox.

Once it’s all done, you too can see how pointless it all is. 🙂

Update March 2019: Due to popularity of this post, I’ve run through this again on OSX with Virtualbox 6. I’ve also added some new content and will continue to do so.

What you will need:

Create the VM and Install Windows 98 SE

  1. Create new VM on Virtualbox Screen Shot 2015-12-03 at 10.50.03 PM
    • Type: Microsoft Windows
    • Version: Windows 98
    • RAM: 512MB
    • Create new fixed size HDD – 2GB (VDI is fine)
    • Edit the settings of the VM:
      • Display -> Video Memory ->
        • 128MB
        • Enable 2D Acceleration – Yes
        • Enable 3D Acceleration – Yes
  2. Install Windows 98SE
    1. Boot with your 98SE ISO mounted (you’ll have to find this yourself)
    2. Boot with option 2 – Start computer with CD-ROM support Screen Shot 2015-12-03 at 10.53.04 PM
    3. Run fdisk and accept all the defaults to create an 8GB partition on your virtual drive.
    4. Restart the virtual machine
    5. Boot with option 2 – Start computer with CD-ROM support
    6. Format the virtual drive using format on the Windows CD
      • D:\win98\format c:
    7. Run: D:\setup.exe /ie /im /is /nr
      • /ie Disables create a boot disk (causes crashing on VBox and 98SE installer)
      • /im Disables checking conventional RAM
      • /is Disables scandisk
      • /iv Don’t disable billboards
      • /nr Disable registry check
    8. Run through the Windows installer with all the defaults Screen Shot 2015-12-03 at 11.01.46 PM
    9. After reboot – Boot from Hard Disk
    10. Enter your name and the CD key for Win98SE (DMWRC-T9XP4-GJ2P8-26G66-V9WBB); install will continue.
    11. If everything went well, you should see Windows 98 desktop and hear some tragic music. 🙂
    12. I recommend that you take a snapshot of the VM and call it “BASE INSTALL”

Install Video Driver

  1. Shutdown Windows (and the VM)
  2. Edit Settings of the VM -> Storage -> Add another device to the IDE controller (click the CD with the green plus) and mount the scitech-display-doctor-7.iso file you downloaded earlier. Screen Shot 2015-12-03 at 11.13.20 PM
  3. You should see a CD drive with Sdd7 – double click that then run the scitech-display-doctor-win-7.0 installer – Express installation is fine. Screen Shot 2015-12-03 at 11.14.52 PM
    • Register the Sci-Tech Display driver with either the name/serial in the text file on the mounted ISO, or use:
      • Name: CSCKnight
      • Serial: 0B5E-12B4-A8A4-0B
  4. OS will restart, when it returns, SciTech Display Doctor will load. Either register it or start the 21 day trial.
  5. On the HOME page, underneath Current Configuration, there is a section called Active Features. Click ‘Disabled’ next to SciTech Display Driver then select SciTech Nucleus Driver and apply. Screen Shot 2015-12-03 at 11.19.00 PM
  6. OS will reboot again (remember how annoying this used to be?)
  7. SciTech reloads and you’ll see that VESA VBE 2.0 Oracle VM VirtualBox VBE Adapter is now selected. Screen Shot 2015-12-03 at 11.25.29 PM
  8. Once the SciTech window returns; click the ‘Monitor not selected!’ link and choose SuperVGA 1600×1200, then reboot Windows.Screen Shot 2019-03-14 at 06.38.18.png
  9. Once back into Windows after the reboot; right click Desktop then Properties then Settings
    • Here you should see Default Monitor on SciTech Display Doctor 7.0
  10. Click the monitor model, and select Super VGA 1600×1200.
    (Strangely, I wasn’t able to pick anything higher than 1024×768, so select that, it’ll make you reboot. Once you return, go back into the settings, and you’ll now see 1600×1200 32bit)

    • I’ve had issues trying to change resolution at the same time.
    • I’ve also had issues when the restart didn’t work – if so, restart the VM yourself – no need to go into safe mode, it should boot the second time OK.
  11. Right click Desktop -> Properties -> Settings; now you can select 1600×1200 32bit True Color no problem.
  12. Reboot one more time to be sure.
  13. Hello accelerated Windows desktop!
  14. Take another VM snapshot and call it something like “Display Driver Installed”

Configure for basic Internet access (NAT)

This will allow you to access the Internet, albeit in a basic and broken way.

  1. Start -> Settings -> Control Panel -> Internet Options -> Connections -> Setup
    1. I want to set up my Internet connection manually … or local area network (LAN).
    2. I connect through a local area network (LAN).
    3. Accept everything except for setting up a mail account.
    4. Internet Explorer 5 will load. I recommend that you download Opera 9.64 (Opera 10 and above doesn’t support Windows 9x) –
    5. It will download it as a IFHDIH.PHP file that’s about 5MB – don’t worry. Just rename this to opera.exe and it *will* run.Screen Shot 2019-03-14 at 06.44.22.png
    6. It will complain that Msimg32.dll is missing or too old. Don’t worry, it’ll still work and we’ll come back to fix this later.

Install Mouse Driver

  1. Not strictly necessary, but I find that the mouse works better with this driver/software installed.
    Screen Shot 2019-03-14 at 10.23.20.png
  2. Download and run Belkin PS2 Mouse Driver 1.0 from
  3. Select PS/2 connection type. It will make you reboot again.
  4. Driver installed will look like:
    Screen Shot 2019-03-14 at 10.25.39.png

Install some Essential Applications and Tools

  1. Install 7zip –
  2. Download, unzip and install TweakUI –
    1. Right click the inf file then install; it will ask you for a disk. Just browse to the directory that it was decompressed in, and select the catalog file.

Install Internet Explorer 6

  1. Not a strict necessity, but it’s better than having IE5.
  2. Probably a good idea to snapshot here – “Pre-IE6”Screen Shot 2019-03-14 at 10.35.59.png
  3. Download, unzip, and install from –


  1. In Explorer/Folder window -> View -> Folder Options -> View
    1. Show all files
    2. Display the full path in title bar
    3. Don’t hide file extensions for known file types
    4. Show window contents while dragging
    5. Smooth edges of screen fonts
  2. Click Apply then Like Current Folder

Install AC97 soundcard

The default VM setting is SoundBlaster 16 compatible. You can use the Windows Midi Synth, but I’ve seen some issues with games. In turn, we can use 9x drivers for AC97. Warning: lots of these drivers don’t work, so use mine.

  1. Download my Win 95 AC97 driver from but do *NOT* run it.. simply right click and use 7zip to extract it to a directory.
  2. Shutdown the VM and go into Settings -> Audio, and change the audio hardware to ICH AC97, then boot up the machine.
    Screen Shot 2019-03-14 at 11.24.22.png
  3. It will complain about no driver, select find driver and point it at the 0001-VXD_A406\Win95 directory. It will find and install the driver for you without crashing/or no audio, possibly after a reboot. You will also see it installing Realtek SB Emulation.
    Screen Shot 2019-03-14 at 11.51.24.png
    Screen Shot 2015-12-04 at 12.28.45 AM
  4. Should have audio and wavetable MIDI when it returns.
  5. You can test this by running C:\windows\system\dxdiag.exe again.

Screen Shot 2015-12-04 at 12.45.49 AM

Install Unofficial Windows 98SE Update Roll Up Pack (pseudo SP3)

  1. Download Windows 98SE SP3from
  2. Instructions aren’t very good, it will pop up a Windows Help file. You can close this, then it’ll show you the install menu.
    Screen Shot 2019-03-14 at 10.42.24.png
  3. Install DirectX 9.0c by itself, it will require a reboot after, then run installer again.
  4. Install Main Updates/System Core Files by itself. When complete, it will return with “Installation is now complete” and reboot, then run installer again (remember close the help window each time).
  5. At this point, I install (all at the same time) (with a reboot at the end):
    1. Adaptec ASPI Layer
    2. Animated Boot Up and Shutdown Logos
    3. DMA for all hard disks
    4. Microsoft Pain Graphic Filters
    5. Microsoft Word 97 SR-2
    6. Performance Tweaks
    7. Remote Desktop Connection
    8. Time Zone Update
    9. TrueType Fonts
    10. Universal Plug-n-PLay
    11. WinTop
  6. Snapshot! Call this “Windows 98SE Updated All Drivers and Clean”

Optional: Install 98SE2ME

  1. 98SE2ME will update over 700 of the system files with the newer versions from Windows ME. I don’t personally install it, at this time, but you can read more about it from the installer.
  2. You will need a Windows ME ISO to use this.

Optional: Install KernelEx

  1. KernelEx adds an open source compatibility layer to Windows 98 that will let you run more modern software (like later versions of Opera, Firefox, etc).
    I don’t personally have it installed, at this time, but you can read more about it here:

Optional: Install Revolution Pack 9

  1. Revolution Pack makes the 98SE installation look more like XP/Vista. I don’t personally install it, but you can read more about it here:

Info: Resizing Windows 98SE Partition

If you get into a situation where you don’t have enough disk space. You can solve it by extending the virtual disk within VirtualBox, then grow the fat32 partition with gparted live ISO. The only caveat is that you need to remove all snapshots first.

To resize the VDI:

/Applications/ modifyhd –resize <MEGABYTES> <PATH TO VDI>

Then, boot from the gparted ISO.. you should see the total disk size and utilized. Right click the partition and hit resize, then apply. Once it’s complete, Windows 98 should have the extra space available. I would run scandisk just to be sure everything is OK, too.Screen Shot 2019-03-14 at 13.56.56.png




The biggest problem with VirtualBox and Windows 9x is the lack of Guest Additions. This prevents any hardware emulation for Direct3D.

N – Does not work
Y – Does work
P – Works, with issues.

  • N – C&C Gold 95
  • Y – Civilization 2 Ultimate Collection – works perfect (dx5 game)
  • N – Star Trek: Birth of the Federation 1.0.2 Software Emulation (video)


  • Y – Visual Studio 6 Enterprise

61 thoughts on “Windows 98SE on VirtualBox (with video and audio drivers) (updated March 2019)”

  1. Thanks for this, I’m sure I’ll find it very helpful when I have a crack at installing win98 in a VM soon. I assume this will work just fine with a real installation CD too? From what I have gathered, VirtualBox supports booting directly from a real CD as well..?

  2. everytime I try installing SciTech after selecting the Scitech driver and restart I get a Windows Protection Error. You need to restart your computer. and no matter what I do I can’t get into windows except safe mode, but when I go into that I can’t do anything with SciTech. It just says I need to restart. I’ve tried this several times on fresh installs and it always comes back with this error. I have also seen BSOD after installing it.
    Any thoughts?


  3. After enabling the SciTech Display Driver, when I try to reboot it stops on a black screen with the message, “Windows protection error. You need to restart your computer.” Any ideas? I’ve tried restarting the machine several times and can’t get past that error. It appears right after the Windows 98 boot screen.

    1. Yes, it helps, but the system works very slowly. Is there another way besides installing the old version of VirtualBox? This option is shit.

  4. Does this works with Win95? I’m trying everything to make it work on it and everytime i finish with a bsod and a whole crash of virtualbox while it works fine on a win98…

  5. Hello, I am having trouble with an issue after installing sdd. After I attempt to activate the nucleus driver, windows boots into a DOS style screen that simply says “Windows protection error. You must restart your computer.” I was hoping that you may know why this is happening.

  6. Doesnt work on Virtualbox ver. 5.1.22 r11512, Windows Protection Error — Restart your computer, happened after i enabled the Nautilus drivers and restarted, safe mode works, so its probably the driver.

  7. Just wanted to say thanks for this, you were a huge help. Been wanting to set up a virtual machine to play a bunch of old 90’s PC games for a while now but I just needed a tutorial like this to get it right and now I’m running them like a dream.

  8. Thank you, good guide! I’m also running into problems with the SciTech driver – it doesn’t give me a protection error, but the resolution it switches to looks completely weird and the screen is all black. VirtualBox 5.2.4 r119785.

    Anyone else has gotten reasonable graphics working in recent versions of VirtualBox? I’m using Win98 SE.

  9. On reboot, I keep getting “Windows Protection Error. You need to restart your computer”. When I boot into Safe Mode and disable the Nucleus Driver / Uninstall SciTech, Windows starts up normally with the default driver. I have tried several video drivers for Windows 98 and none work.

  10. Install AC97 soundcard (optional step) – fails at step 2: the driver installer displays the error message “Only 95 is supported in this driver package.”

  11. Thank you for the wonderful guide.
    The only section I can’t get to work is for the AC97 Soundcard. The Windows 95 Driver file from Realtek gives a “For 95 Only” Error. I tried installing the Windows 98 version, but doesn’t seem to work.
    I’ll stick to the SoundBlaster for now, but my system now works aside from that.

    1. I made things a little clearer. You can’t install the EXE, you need to extract the EXE to a folder then use the Update Driver button and point it at the win95 directory within the extracted location

  12. Hello nice and very useful article! I tried it and everything worked so far except the audio driver. When I try to install the realtek Driver “Windows 95 for Driver only” as you wrote in the article, the installing assistent tells me that this version is only compatible with Win 95.. I tried the other realtek driver for Win 98 but it did not work. Do you know a solution for that or how to make the Win 95 Driver work?

    1. I made things a little clearer. You can’t install the EXE, you need to extract the EXE to a folder then use the Update Driver button and point it at the win95 directory within the extracted location

  13. Hey idiot, thanks for wasting my valuable time with a set of instructions that doesn’t work!!!!

    All I get when trying to install Windows 98 are Rundll32 illegal operation errors!!!!!

    I am so sick and tired of dipshits like you clogging up the internet with misinformation that makes it harder to actually find valuable information. Next time, just don’t! Leave it to the professionals that actually know what they’re doing to post things like this.

  14. i gotta problem when im download the opera or other programs at , it showed as .php please i need some help.

    1. Try downloading it with a modern pc then put it into an iso (or burn it to a physical dvd) and install in the VM that way.

    2. Actually just tried the d/l myself and although IE calls it a PHP file it’s actually an exemplary so just rename it to .exe and it will be ok.

      My problem is that any download I do with Opera is reported a corrupted when I try to open it!

  15. Had a fun afternoon installing 98, got the video driver working, seem to have lost ACPI in the process but no matter. Followed with a happy evening reminding myself of the joy of using 98 after 3.11 and 95. Got Borland Pascal for Windows working, made it say “Hello World”.

    Finally remembered how nice it was when XP came along and then went to bed wondering why I’d bothered :-}

    1. Should mention that I have not yet tried either of those update packages. Use at your own risk (but hey, it a VM so worst case gonbak a snapshot).

      1. Have now tried both these update packages. The “Unofficial” one is a bit complicated and full of scary warnings. I did install let it install the main “core” updates but wimped out on all its other options. The less nervous (or more foolhardy) may do better. I may try further options later and see what happens.

        The official MS update pack does indeed seem to be what it says it is and quickly and easily (well, after a typical number of reboots at least) install a bunch of security updates, installed IE 6 and Direct x 9.0b and Windows Media Player 9.

        So there you are, your choice which if either you try but the official one seems good.

  16. Dear Duncan…..I have some serious issues when I attempt to Install SCI-TECH following your procedure using virtual box 6.0. I have an HP PAVILLION HPE with AMD FX CORE 6 and Windows 8.1 installed on my host Computer. I was able to take a picture of the error message and can send such to you.

    I did try the option to disable the PAE and VT-x. I have tried at least 3 other authors and their step by step approaches with no joy.

    The error I get after the install of SCI-TECH with first restart is: BLUE SCREEN

    ” a fatal exception 0D has occurred at 0028:C008F38C in VXD sddhelp(01)+0013024 The current application will be terminated.

    Press any key to terminate the application….”

    When i press any key the windows 98 startups with SCI-TECH active….when I select the nucleus adapter per your process I get the infamous PROTECTION ERROR on the windows restart which reoccurs every time I reset the virtual box machine. I believe the first error is resulting in the second error.

    Any thoughts and help would be much appreciated…..I have not yet thrown away all my old 98 software….but the trashcan is looking larger with every failed attempt to get VIRTUAL BOX to implement the SCI-TECH software which enable the required color resolution for my games


    Steve Millard
    Middletown Ohio

    1. Duncan I tried your process with another HP PAVILLION (LAPTOP) AMD QUAD core and obtained the same exact errors. When I stepped through the startup and disabled sddhelp.vxd I removed the PROTECTION ERROR however I obtained a microsft default graphics driver which did not enable more than the 16 colors. It appears the sddhelp.vxd calls the sdd9x.drv and there is a compatibility issue for AMD CPU’s.

      Do you know if anyone has the SCI-TECH source….maybe the bug can be fixed?

      Any suggestions?



  17. Hey man great guide. I tried installing the AC97 driver and it appeared to work. Got sound when I booted up, but silent when I tested music in dxdiag. Any thoughts? Only difference from your screenshot is that “core audio” is not an offered option for me.

  18. Duncan….looks like an AMD issue….I had success on my granddaughters laptop (windows 10, CORE-I7).

    I would suggest using the 1024×768 display size in DISPLAY DOCTOR to unsure the VIRTUAL display is contained within the HOST monitor display.

    Keep me posted if you find joy for the AMD processors…..let me know you are not defunct or obsolete.



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  20. I have followed all of the instructions for the graphics driver. I’m up to the part where I try to increase the resolution. I moved it up to 1024×768 and rebooted, but it goes back to 640×480 when it loads back up. I notice also that despite the driver being listed correctly as Scitech and the monitor listed correctly as Super VGA 1600×1200, the driver remains “disabled” under Active Features. Unsure how to proceed. I did uninstall and reinstall Scitech Display Doctor, but it made no difference.

  21. Whenever I try to install IE6 I get a “Invalid VxD dynamic link call to device number C001, service EDC” on reboot and prompts me to run the setup all over again.

    1. I get “Failure at step 6” when trying to Test DirectMusic after installing 0001-VXD_A406, but I didn’t see Realtek SB Emulation get installed.

      1. And the Unofficial Windows 98SE Update Roll Up Pack stops responding when I try to do the multiple file part. Some of them work but a few of them don’t and either end up not responding or give me errors on reboot.

  22. i haave a problem with your instructions here:

    “Boot with option 2 – Start computer with CD-ROM support
    Run fdisk and accept all the defaults to create an 8GB partition on your virtual drive.”

    i did this but it never went to fdisk, it just went to a command prompt for a: drive – you dont have ANY explanation as to what one does here

      1. ok thanks, sorry to trouble you – do i create a dos partition? or active partition?

  23. Dear Duncan,

    Thank you very much for this tips & tricks. It guided me to install Windows 98 on Virtual Box with 3D Acceleration and had windows sound too. I can play Thandor : Die Invasions, but fortunately… I still got no sound from the game. The game runs smoothly, everything…but no sound. I hope everybody else happy with your tips so they can play their old game in this modern era.


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