Installing Windows 98 SE in VMWare Workstation 10

With all the emulators and other tricks to play old games on modern machines, there’s often not much of a demand to run old OSs on virtual machines any more.  However, there are still some games that must be run on their original OS and as I have found some of my old games recently that doggedly require Windows 9x to be running before they’ll so much as play the intro video, I thought I’d document my method for getting Windows 98 (Second Edition) running on VMWare for anyone that needs it.

It’s worth noting that this method may well work fine with VMWare Player (although some of the steps may not apply) which is a free virtual machine software package, but as I have Workstation this tutorial will be for that.

Step 1 – Initial Setup

I’ll assume you have VMWare Workstation already up and running, so now it’s time to crack out your Windows 98 SE install disk, or if you have lost it then find one online somewhere.  Have your serial code handy also.

Open Workstation and start the new virtual machine wizard.

  • First of all, choose “Custom configuration”
  • Choose Hardware Compatibility for Workstation 5.x
  • Browse to your W98 disc (or disc image). The wizard should detect W98 automatically.

For the rest of the wizard you can accept the default values for everything.  Afterwards, if the machine hasn’t done so already, power it up and you should be presented with the W98 installation wizard.

Enable large disk support

Nothing to complicated here, just install it as you would normally with all the default settings etc. (I’ll assume you know how to do this).  Just be sure that on the first boot up (the first time you run the VM after setting it up) when the Windows partition is created you choose to enable large disk support.

After the reboots and everything, you should finally be presented with your Windows 98 desktop.  One problem you may have noticed already is that your ears weren’t soothed by the beautiful opening melody as the desktop was loaded, that’s because the sound isn’t functioning owing to the lack of drivers in the OS.  Unfortunately, W98 is not officially supported by Workstation v10 and that’s why we needed to activate the Hardware Compatibility at the start – this doesn’t seem to fix the sound drivers though.  What we need to do is install our own, but first things first we must install the VMWare Tools to make our interactions with the W98 system much more pleasant.

Step 2 – VMWare Tools

Install VMWare Tools

Install VMWare Tools

These tools are essential for making your new W98 setup run smoothly, and it sorts out all kinds of problems with the mouse and video drivers etc.  If there’s a message at the bottom of the Workstation window prompting you to install them then simply click that and the installation will start.  If not, then navigate to VM/Install VMWare Tools to get the same result.  Installation should be a cinch, just follow the wizard and after a reboot your desktop should be running at a much better resolution and you will have to ability to simply glide your mouse in and out of the guest OS.  Lovely.

UPDATE 24/02/16 –

vmware tools install

I have found that I need to click “Cancel” here to begin the installation process

It seems now that the latest version of the VMWare tools (7.7.0) has trouble installing on Workstation 10 with a W98 SE client. It throws an error message (after you choose to download and install) that the installation failed. I have found that a fix for this is to conversely click Cancel when given the option to installs. You may also need to choose to override the CD-ROM lock before the installer actually starts.

Step 3 – Sound

Ensure Sound Card is connected

Ensure Sound Card is connected

Now we can sort out that pesky sound issue.  Firstly, check in the VM/Removable Devices menu that your sound card is Connected, if it isn’t then connect it.  Download these SoundBlaster drivers, and drag-drop them onto your Windows 98 desktop (the VMWare Tools now allows you to copy files this way).  Run the installer and follow the instructions.  You should now see the New Hardware window pop up and inform you that the drivers for your sound devices are being installed, once that’s done you should see the familiar little speaker symbol in the system tray (if you can’t see it, you can activate it in the Multimedia dialogue of the Control Panel) and the virtual machine can be rebooted.

Step 4 – DirectX 9.0c

As this is a gaming blog, I assume that anyone doing this has the intention of playing some old games on their new VM.  To that end you should now install DirectX for the best compatibility with all games made for Windows 9x.  The last version of DirectX that supported W98 SE was the December 2006 distribution of 9.0c, and you can download it here.  Simply download, unzip, then install it the same way as the sound drivers.

Step 5 – [Optional] 16 bit Colour Mode


Switch to 16 bit colour for some applications

This is an optional step that will be useful for playing games that insist on the OS being in 16 bit colour mode.  I will assume that your “normal” OS is running in 32 bit colour mode, so you should see in the Display properties of the W98 machine that the colour depth is also 32 bit – furthermore you won’t have the option of selecting 16 bit depth.  To enable this mode we need to add a line of code to configuration file for the machine.  Firstly, close the machine and navigate to the folder where your virtual machines are stored.  Find the file ending in .vmx and open it in Notepad, scroll to the bottom and add this line to the file:

svga.spoof16bppHost = "TRUE"

Now save the file and reboot the virtual machine, you should see that it is running with 16 bit colour depth.

Step 6 – [Optional] Full Screen with Stretching

VMWare stretch

Choose to stretch the guest to enjoy games in full screen, even at low resolutions

Most of your old games that you decide to play within your new virtual machine will be limited to an old-school resolution like 640×480 or 800×600, which won’t go very far to filling up your modern 1080p or 4k monitor. Luckily, one of the biggest advantages that VMWare Workstation has over many other similar programs is the ability to stretch the guest OS while in full-screen mode. Simply go to View/Autosize to select the stretching mode and enjoy your old games in full-screen.


Well, that should do it.  You should now have a pretty functional W98 SE installation accessible at your whim for playing games and running legacy software.  Enjoy!

– Jaska

Oh, the memories...

Oh, the memories…

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16 Responses to Installing Windows 98 SE in VMWare Workstation 10

  1. Pingback: Running Star Trek Generations [PC] in VMWare Workstation | Jaska's Gaming Blog

  2. Damo says:

    Thanks Jaska. This was a big help for me in getting win98 sorted out and ready for my old games.

  3. Brian says:

    How well do old games work on W98 in VMware? An XP VM seems to be problematic for the games that I’ve tried.

    • Jack says:

      Hi Brian, I have found a few old games that run in VMWare Workstation nicely. The main advantage of that software is that you are able to run games at low resolutions (like 640×480) but then stretch them up to full-screen without increasing the resolution, all the other virtual machine packages I have tried lack this stretching ability. This is advantageous as many games don’t support modern HD resolutions.

      Also, VMWare seems to generally run legacy programs better than, say, Windows 7 XP Mode, check out my post on ST: Generations for an example. That game just about worked for me in XP Mode, but it would crash often and the cut-scenes wouldn’t play – VMWare handled it perfectly.

  4. jw says:

    I didn’t get an easy load of win98. Perhaps because I’ve got WS12 downloaded?
    It tires to load 98 but I get an operating system not found, which of course should be on the original Win98 disk.

    • Jack says:

      Hmm ok, not really sure what could be the problem… All I can say is to try an older version of Workstation (if you can get one), or try a different Windows 98 disk.

      • jw says:

        What I ended up with was to install the Map’n’Go in XPVM.
        Oddly, that will work. Apparently, the makers did a better job in XPVM than they did in XP.
        I never got Win 98 to work in VMWARE.
        The Win7 machine is 64 bit.


  5. bretabennett says:

    Hi Jaska,
    What version of Windows host are you running VMware Workstation v10 on when you wrote this article? Fyi, the last approved setup for Win98 guest was Workstation v9, that is not approved for Win 8.1. Workstation v10 is approved for both Win 8.0 and Win 8.1. Were you running Win 8.0 or Win 8.1 when you tested this?
    Thanks . . .

  6. Chris says:

    VMware Workstation costs money, correct? Will these instructions work with VMware Player? When did VMware add support for D3D? I recall using Windows ME in VMware Player a few years ago and dxdiag reported 3D as not available.

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