GPF when trying to upgrade

I have just upgraded my pc with new Pentium 200, Intel TX board and new HDD.
Re-installed software as per original i.e.
Installed Dos 6.22
Installed Windows for workgroups the ran the Win 95 upgrade CD.
Kept getting error message 'Suwin caused GPF in Module Kernel386.exe at the end of the first pass.
Checked fonts as per Microsoft but only orig 3.11 fonts there.
Friend tried OEM setup  on my pc with the same error message.

Any ideas on how to sort this prob please.
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Try to just install Dos, then the CD drivers (I assume you are using a CD drive), then run the setup program from the install CD in Dos? It will install the parts of Win 3.11 it needs, before going on...
albroAuthor Commented:
Whoops - forgot to say I fdisked an old HDD, connected it and tried just what you suggest, using a floppy boot disk, but got the same error.
Install DOS and the CDROM drivers need to install Win3.11 since the Win95 Upgrade CD will detect that you don't have it installed and it will instead ask for DISK #1 of Win311 and continue after that.  I have run into this problem when installing using HIMEM.SYS and EMM386.EXE in the CONFIG.SYS and it is strange because I have installed successfully using them also.  When I ran into this I removed them from the files and tried again and  it worked.  I suggest removing everything from your CONFIG.SYS except your CDROM Driver and everything from AUTOEXEC.BAT except
MSCDEX.EXE and try again.

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SUWIN stands for "Setup Windows". This problem is usually hardware related.
Please try these two things
Go to:
At Step 1: Choose Windows 95
At Step 5: Enter as a Search Phrase "SUWIN" without the quotes. You'll find  a number of articles articles.
Also go to that same address and choose on the left side of the page troubleshooting wizards, pick Win 95 then pick Windows 95: Can't INSTALL Windows 95? We Can Help!
Microsoft Windows 95 Setup Troubleshooter
Rather than me playing Mr.Smart and loading you down with a ton of possible answers (Suwin is usually setup related) please go to and enter the search phrase

Very nice Windude, but if you don't load Himem.sys, Windows can't run scandisk.

Albro: Try this, obviously bypass anything you have done already (if done exactly as noted).

1. Using your Dos 6.xx disks, boot your new board to the Bios/Cmos setup and verify that your hard drive is being recognized correctly, eg: correct number of sectors, size etc.
If it's larger than 1.2GB than enable LBA mode in the Bios setup.

2. Boot the system through to the first Dos 6.22 disk. After Dos has booted, touch the F3 key twice to close the install of Dos.

3. Next, if your drive is larger than 1.2GB, you will have to run Fdisk and partition the drive accordingly. Make the first partition 1.2 MB or less and floow suit with the remainder of the drive, creating extended partition(s) and logical drives.

4. When Fdisk/partition is complete, run format on the first partition, Drive "C", using the "S" switch to transfer the system files.


5. Once the drive has been formatted and the system files have been transferred, you will need to  build your config.sys and autoexec.bat files. If you have a set that work, use them, if not build them as necessary to access your cd rom drive in dos.

6. The files you should have in the root of drive "C" should be:

**********.sys  (your cd rom driver)

7. Create a directory in the root called Temp

MD Temp

8. Try this for your config.sys file: (substitute your cd rom driver)


*Use your driver for *Mtmcdai.sys*

9. Try this for Autoexec.bat


10. Reboot the system and verify that your cd rom drive is available. If it is, and presuming that it is drive "D" (if it's something else, change the following accordingly) type:


11. Windows will begin the install and if it is the retail upgrade version, it will tell you it can't verify the presence of Win 3.xx. Insert disk one in the floppy drive and point windows to it. Then proceed with the install.

If there are any questions, let me know! Post your results please!
Why not use the Windows 95 install boot disk you were provided with? It should have all the stuff needed to get the installer running...
That assumes that he received a boot disk Mikal, which DOESN'T come with the retail version.
Thanks for the himem.sys alert dew_associates.  I forget sometimes that when i get this error I use the /IS switch when running setup.exe which, as you know, doesn't run scandisk.

Albro: to avoid describing all of the available switches for setup.exe you can follow my instructions but add himem.sys to the config.sys on a line before your cdrom driver.  The real culprit seems to be emm386.exe and not loading it has got me past this error before.
Albro: Contrary to Windude's comments using or omitting Emm386 in config.sys has nothing at all to do with the GPF error that you received. That error is normally caused by one of two things, A. an upper memory block (UMB) conflict, or B. These messages indicate that Windows cannot find the kernel necessary to run 386 in enhanced, standard, or real mode (version 3.0 only). The kernel provides system services such as memory and resource management. Ususally this is because the WIN386.EXE file is located in the Windows folder. This file is run by WIN.COM, causing Windows to believe the Windows folder is the Windows\System folder, thus you get a GPF.

Albro: As an addition to my load in comments earlier, you should have received drivers for the TX chipset on your new motherboard. These should be loaded along with the bus mastering drivers *before* any other drivers are loaded after setup has completed.
albroAuthor Commented:
Lot to work with here, Thanks.
I am working away from base at the moment but will try as soon as I get back anfd will let you know the results.
albroAuthor Commented:
Lot to work with here, Thanks.
I am working away from base at the moment but will try as soon as I get back anfd will let you know the results.
albroAuthor Commented:
Thanks to everyone.
Started again and following all advice checked drivers and created disks.
Re-booted to test disks and System did not start.
After much poking and prodding it was clear that the Motherboard thought the CMOS was not enabled which of course it was.
My friendly supplier gave me another Motherboard (sale or return of course) which I fitted.
Started Upgrade following your instructions and it worked firts time.
I dont know if Win95 knew the MB was going to die or your instructions were the answer but it works so THANKS to you all for your time and trouble.
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