Windows 98 on VMWare Player

Ever wanted to make a Windows 98 virtual machine? Sure you do. I’m going to show you how, because who knows what sort of uses it might have? Use it to play old games! Use it for nostalgic purposes! Use it to remind ourselves of how far we’ve come and yet how some things never seem to change! Or just do it because you’ve got nothing better to do. Whatever, I’m not the boss of you.

Since I have no new content for you, here’s a guide that I’ve found helpful over the years for installing Windows 98 in a virtual machine. Hope it helps! Questions or problems? Feel free to post them, maybe I’ll answer them. Maybe not, no promises. And no, I will not send you the virtual machine nor a copy of Win98.


Assembling the troops – What You’ll Need

To get Windows 98 running under a virtual machine, you’ll need a few things:


  1. Virtualisation software. I’m going to be using vmWare Player, which is free. You may also choose something like VirtualBox or Microsoft’s VirtualPC, but I’ve generally had more success with vmWare Player. VirtualPC tends to have a little bit less hassle in it, but vmWare has better support overall. Note that the current version (Version 5) is likely to be the last one with support for the older Windows versions (at least official Windows support)

  2. A copy of Windows 98 SE. If you don’t have a CD lying around from the Golden Age of Gaming (i.e. the 90s) with Win98 on it… well, I can’t help you. If you’re smart enough to follow this guide though, I’m certain you’re smart enough to… acquire a copy from somewhere. Note that not all versions of Win98 were created equal – you really need a bootable CD version of Win98, and not all of them were designed to boot from BIOS. Some of them were meant to be installed from under DOS. You can also try non-SE versions of Win98 but in my experience the SE version is the most stable and works the best.

  3. At least 8GB HDD space. You can get away with less of course (Win98 doesn’t take a lot of space to install) but 8GB is comfortable. If you intend on putting a lot of software on it you might need more.

  4. A decent amount of RAM and a decent processor. Although Windows 98 is trivial for modern hardware, virtualisation is not. That said, it’s one of the easier ones to manage so go for it.

  5. SoundBlaster drivers. This is the tricky part – you need a very specific driver. The actual file name is: SBPCI_WebDrvsV5_12_01.EXE. If you Google that file name specifically you should be able to pull up links to find it. The old Creative driver archives are useless these days with redirects so a direct link isn’t helpful. If you’re having trouble, post in the comments.


Setting up vmWare Player

Firstly, you’ll need to install vmWare player. After that create a new virtual machine, selecting Windows as your guest OS and Windows 98 as the version. You can set up your original CD if you’ve got one inserted, or load up an ISO of your legitimate copy of Windows 98 (ahem). Set up a path to store the virtual machine as well as a maximum disk size. You can choose to use a single disk or to split the volume, it’s up to you, my preference is to leave it complete. The defaults for hardware settings should be fine – 256MB RAM (512MB is ample, 1GB is overkill) is the default and works fine, use one core only for Win98 (setting it higher does nothing) and you can leave the network adapter set to NAT unless you have a specific reason not to do it. Note that I don’t really recommend going online with Windows 98 but it’s your choice, I don’t really care what you do.

At this point we’ve got vmWare ready to go. Let’s install Windows.


Installing Windows 98

First, ensure that you’re using a bootable CD version of Win98. If you’re not, you’ll need to install DOS or something before hand. I’m not going to help you there. If you didn’t do it during setup, now’s the time to either insert your CD or mount your ISO. If you’re using an ISO you can edit the virtual machine and browse for the ISO from the CD/DVD (IDE) section.

Start up the virtual machine. If the CD/ISO was detected, it’ll ask you whether you want to boot from CD or the HDD. Select the CD. After that it’ll ask if you wanted to start Win98 set up or just boot with CD support. If you’re not seeing any of that it’s likely your CD or ISO isn’t a bootable version.

From there, just follow the instructions. You’ll initially get a text-mode screen asking to format the drive and to enable large disk support. It’ll reboot – when asked, boot from CD and start setup. This time i’ll format the drive (it’ll be quick) and then start the setup. From there it’s just a standard setup like it was back in the 90s. Man, so much stuff to click. Depending on the speed of your computer and your HDD (or SSD?), Win98 generally takes a fair bit of time to install, more than you’d think.


Installing vmWare Tools

After installing you’ll get a prompt to enter a network password. Just click OK. Windows will then go about installing a bunch of new hardware. You’ll notice that the video mode is terrible, and you have no sound. Let’s fix the first one because it’s crippling performance. At the bottom of the screen there’s likely a little popup saying “VMWare Tools enables many features and blah blah” so click the Install Tools button. If it isn’t there, go to Player->Manage->Install VMWare Tools. If you get a warning that the guest OS has locked the CD-ROM door, just click YES. The installer should start automatically. If it doesn’t, it’ll be mounted as a CD so open it up from My Computer. Run through the installer. At the end of it you’ll be asked to reboot the system. Do so. If you get any more warnings about a locked CD ROM just click YES, it’s just trying to remove the tools image.

After all of that’s done you’ll get a nice new video mode along with smoother mouse movement and you won’t need to press CTRL+ALT to release mouse control. Awesome, right? Unfortunately, we still have no sound.


Getting sound

Get the drivers package that I linked you to above. CAUTION – Win98, like Win95 before it and WinME after it, is highly temperamental when it comes to drivers. Under the more modern NT kernel when drivers don’t work they generally just don’t load, but under the 9x kernel they cause the system to crash. If you’ve got the file name I linked above, you’re safe. If you’re using anything else, backup the virtual machine before you try it. It can cause an irrecoverable boot loop where Win98 blue screens. This was a problem back in the 90s for those of us with Sound Blaster cards. I still have nightmares about it.

Anyway! To get the file into Win98 just drag it onto the virtual machine window. It’ll copy it across. If you do this and it doesn’t work, you haven’t installed VMWare Tools and you weren’t reading properly. Report to your nearest Civil Protection officer for administrative punishment (or otherwise punish yourself). Run the file and follow the prompts (by which I mean keep clicking NEXT). It’ll reboot.

Now don’t panic if it seems to freeze during boot – it may appear to get stuck at the Windows 98 boot prompt. That’s okay, it’ll move eventually. Mine got stuck there for almost a full minute apparently doing nothing. I say again – don’t panic, it’ll move. I promise. If it’s still there 5 minutes later then try rebooting the virtual machine. Actually this seems to be a common issue after installation – it’ll cause a brief hang during boot every time.

After it’s booted up, you should now have Windows 98 working with sound. From there you can do whatever you like.


A few notes…

  • This is one of the better ways to achieve proper compatibility with old games. Note that 3D hardware acceleration isn’t going to work, but you should have more than enough grunt for software video modes anyway.

  • After installing the sound drivers, you’ll get a brief hang on boot all the time. If this really, really bothers you, you can just suspend the virtual machine without ever “powering it off”.

  • Note that VMWare Player offers no scaling modes, so while you can go full-screen unless you’re running Win98 at native resolution you’ll always have black borders. Since most of the Win98-era games never dreamed of resolutions over 1024×768 it might get a bit uncomfortable. Paid versions tend to offer scaling.

  • Trying to launch IE to get on the Internet may result in a popup asking to install a dialup modem or to connect to MSN’s (now defunct?) internet service. I don’t remember how to get around this.

  • Some games or programs simply won’t work, because life sucks (and emulation isn’t perfect). Most of them should.

  • It’s safe to suspend a Win98 client.

  • You can connect some USB devices to Windows 98 but whether they work or not depends largely on driver support (which wasn’t fantastic).


So there you go! A guide to installing Windows 98 on VMWare Player. It’s been a while since I’ve done it with VirtualPC but from memory it should be a straight install without much screwing around, though there are probably other sites out there to help you with that. I’ve found VMWare Player works the best save for the sound drivers, and it also supports a load of other operating systems as well.



6 thoughts on “Windows 98 on VMWare Player

  1. workaround for msn internet setup – bridge connection from virtual machine to local. solves the problem and its intreseting browsing on IE in ’98 – seems to be less adds 🙂

  2. I tried many ways including other drivers and “advise” from VMware and all failed. (I have VMware Player v5 and Windows 7 Ultimate 64-bit). Now I just did as you said and it works…… many many thanks. VPC is more straight forward but one problem: I cannot get the mouse out of the VPC window. So I will stick with this VMw Player… thanks again. Do you know how to resolve the CD Lockup issue? I cannot use the CD/DVD unless unlock(eject) with the VMw Player.

  3. Pingback: Windows98 problem
  4. Thank you for the information. I had got Windows 98 looking nice but it seems like if anyone else has problems with using the CD/DVD drive (meaning ejecting and unlocking) that when your done using the Virtual Machine, reboot your desktop computer to release the internal lock before loading up other Virtual Machines in VMWare that doesn’t have this problem (but this I mean Windows 2000 and up).

  5. Pingback: Running Old Games
  6. I was so happy to find and read your guide, but it still doesn’t work… I tried virtualbox first but no sound (i saw my game running actually!! what was impossible in W7). Then tried vmware like you, installed 98 no problems, but no sound. Install the tools you say no problem, oh wait, vmware doesn’t install the tools thingy, it downloads and just gives an error: install of vmware tools for windows 95, 98, Me and NT failed. contact vmware support blabla. So same problem again. I downloaded the driver you said for the sound but i can’t get it into my virtual machine. i should just give up or play without sound i guess 😦

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