Installing Windows 98 Second Edition (SE)

System Requirements & Setup

Written in January 17, 2026

Released in 1999, Windows 98 Second Edition (SE) was an incremental but vital update that refined the Windows 9x line into a stable, highly capable operating system. It famously fixed the many stability issues of the original 1998 release and improved the "Active Desktop" integration.

You can watch my YouTube video about a Windows 98 SE installation using VirtualBox.

Source: YouTube - Windows 98 SE installation in VirtualBox (lab demo)

Instructions

For a stable Windows 98 SE environment in VirtualBox, you should allocate 128 MB to 256 MB of RAM (exceeding 512 MB can cause "Out of Memory" errors on boot). A virtual disk size of 2 GB to 8 GB is typically sufficient.
  1. Open VirtualBox and click "New" to create a new virtual machine.
  2. Name the VM (for example "Windows 98 SE"), set Type to "Microsoft Windows", and pick the closest Windows 98 or legacy template.
  3. Assign between 128 MB and 256 MB of RAM, avoiding values above 512 MB to prevent "Out of Memory" issues.
  4. Create a new VDI virtual hard disk, dynamically allocated, with a size between 2 GB and 8 GB.
  5. Open Settings → System and ensure the optical drive is first in the boot order so the VM can boot from the CD.
  6. In Settings → Storage, attach your Windows 98 ISO to the virtual optical drive.
  7. Start the VM and boot from the CD (or boot floppy, if you are using one).
  8. Use the setup tools to create and format a primary partition (FAT32 is typical for Windows 98 SE).
  9. Run the Windows 98 setup program from the CD and follow the prompts to copy files and configure regional and keyboard settings.
  10. Allow the VM to reboot several times while Windows completes hardware detection and driver installation.
  11. Once installation is done, remove the ISO from the virtual drive so the VM boots directly into Windows 98.