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Windows 98 > Getting Started With Windows 98

Upgrading to Windows 98 Second Edition


If you order the Windows 98 Second Edition Updates * CD from Microsoft (Microsoft no longer offers this Update CD), you must be aware of some pitfalls:

  • MS-DOS installations are not supported

    Because this version will only upgrade over Windows 98, installations from MS-DOS have been disabled. This means you must be able to boot your current version of Windows 98 and run Setup from there.

  • Cannot reinstall entire OS from the Updates CD

    If you want to do a clean installation to a new directory or new drive letter, you must first install the original Windows 98 released version, and then apply the Updates CD. You can not reinstall the entire Windows 98 Second Edition directly from the Updates CD. You should always keep your original Windows 98 CD-ROM (or floppy disks) in case you must reinstall.

* The Updates CD is the $19.95 (+S&H) CD you can order from Microsoft to Update your existing version of Windows 98 to Windows 98 Second Edition.

Disable all anti-virus programs running on your system. If these utilities are running during Setup, your system may stop responding.

Note: Some systems have anti-virus capabilities built in. If this option is left enabled in BIOS/CMOS settings, you may receive a warning about virus-like activity or Master Boot Record changes. You must allow these changes to take place for Setup to complete successfully. See your anti-virus software documentation for more information.

Run ScanDisk to check and fix any problems with your hard disk(s).

Close all running programs. This includes disabling any screen savers, advanced power management settings, scheduled tasks, and any other programs that may cause Setup to stop responding.

Windows 98 Second Edition Update doesn't update Internet Explorer 5

If you are running Internet Explorer 5 before upgrading to Windows 98 Second Edition, uninstall Internet Explorer 5 before you upgrade to Windows 98 SE.

To be sure, follow these steps to ensure that Windows 98 SE installation does update Internet Explorer to the latest version (this should not be necessary when uninstalling Internet Explorer 5, but checking doesn't hurt):

  1. Rename the Iemigrat.dll file in the \Windows\System folder to Iemigrat.old
  2. Start the Registry Editor
  3. Go to HKEY_LOCAL_MACHINE \ Software \ Microsoft \ Windows \ CurrentVersion \ Setup \ Migration \ 100
  4. Delete the IE System Migration value

If you already upgraded to Windows 98 SE, and don't have the latest version of Internet Explorer, follow the steps above, and add a step 5, namely reinstall Windows 98 SE.

The version of Internet Explorer 5 shipping with Windows 98 SE is 5.0.2614.3500.

Performing a clean boot

Third-party device drivers, utilities, or other programs can prevent a successful installation. Clean-booting your system can fix many of these problems. Windows 98 provides a tool for automating many of the steps required to clean-boot a system.

  1. Select Start > Run, and type msconfig in the Open: box. Press OK
  2. Check Selective startup on the General tab
  3. Clear all the check boxes under Selective startup and click OK
  4. When prompted to restart, click Yes

When Windows 98 reboots, you should be in a clean environment to run Setup.


We recommend creating uninstall information before upgrading. To do this, select the Save Your System Files option during Setup. This will allow you to uninstall Windows 98 Second Edition if you have problems. The uninstall information can require up to 110MB or more depending upon your system configuration. However, you cannot do this if your current Windows 98 installation is on a compressed drive.

If Setup fails and you cannot boot into Windows 98

Reinstall your original version of Windows 98 over itself. This may allow you to try the Update CD again. We recommend performing a clean boot before running Setup again. This may resolve the problem that caused Setup to fail the first time.

Uninstall Windows 98 Second Edition from MS-DOS. If you saved your system files during the initial Setup wizard, you can uninstall the failed Setup back to your original Windows 98 system. To uninstall Windows 98 Second Edition from MS-DOS, follow these steps:

  1. Restart your computer and hold the Ctrl key until you see the Windows 98 boot menu
  2. Choose Command Prompt Only
  3. At the prompt, type Uninstal
  4. After Uninstall has completed, restart your computer and allow Windows 98 to boot again. Before you try the upgrade again, see Performing a clean boot above

If you receive CAB file errors during setup, see this troubleshooting page.