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Last Modified: 2013-12-28
We have a number of new PII systems (upgraded hardware) IDE drives came out of old P5 system.  The drives are currently formatted and running Windows 95C (OSR 2.5).  The new systems all came with Windows 98 CDs.  It would be really!! nice to use the OEM Windows 98 CDs to upgrade the existing Windows 95 on the IDE drives.  We don't relish the idea of starting over clean on all these systems.  But, Microsoft's wisdom ;-) says we have to use the Retail upgrade version of 98.  Although they will only supply the OEM version with a new system (processor).  Has anyone heard of or tested a work around similar to the Windows 95 work arounds for this problem?
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Have you tried using the OEM on one of them?  

Before doing this make sure you have a copy of the bootable floppy, the one that came with Windows 98, and an ordinary bootable floppy as well. Then boot using the ordinary floppy to the DOS prompt (F8 as the computer starts).  Use Attrib (Should be in the Windows or the Windows\Command Sub-Directory) to change the attributes of IO.SYS then Delete IO.SYS.  Also change to the DESKTOP Sub-Directory of Windows and either rename it or delete it after deleting the contents of the sun-directories under it as well as deleting the DESKTOP Sub-Directory.  Now reboot the computer using the Windows 98 Bootable Disk.  It will detect the CD-ROM Drive and will do the install over the top of the old Windows.  Most items will work properly but you will have to reinstall Microsoft Office over the top as Access will not work and other parts will not be registered properly.   I know this will work as I did it with a system similar to what you want to do using and old drive.


Tried smedley's suggestion...
Point 1 - Windows 98 OEM CD is itself bootable, does not come with boot floppy.
Clean booted from Windows 95 boot floppy,
Deleted io.sys and Desktop directory (actually saved to floppy then deleted - good thing)
rebooted with 98 OEM CD in drive...
Booted to Windows 98 setup... Scandisk ran on C: OK...  
DOS screen message---> Setup has detected....previous Operating system...can not continue.
F3 to exit, and ran setup from CD Win98 directory.
Scandisk ran on C:... Setup copied files needed for Windows 98 setup (into Wininst0.400)... Started to run SUWin.exe (Setup Wizard) from Wininst0.400...
Windows dialog---> SU0168 - Your computer already has an operating system installed... cannot be upgraded by this version...obtain the Windows 98 upgrade.
Nice try, but no solution yet....


go to this page and see the article about 3/4 the way down the page entitled:

Can I upgrade my extisting installation of Windows95 to OSR2 with the OSR2 disk?

It talks about the files you will need to delete if you are running

While this articles deals with Win95 and how to use the full
version to update a previous version.  I think it will give you
the information you are looking for to solve your problem.


All of the current methods of upgrading to Windows 95 OSR 2.X from Windows 3.11 or a previous version of Windows 95 do NOT work with Windows 98.  I would say smedley was on the right track, but missed one or two optional files that were installed on our systems.  We have found out how to use an upgrade copy for a fresh install (it requires 106 files from the previous version of Windows 95) but are still looking for a method to use the OEM CD to do an upgrade.

When I have updated a copy of Windows95 to any other version, the only thing I've had to do is delete or rename win.com, this has always allowed me to install a OEM cd as if it was an upgrade cd. It is a good idea to backup anything of importance. Nothing has gone wrong yet. I haven't tried this with Win98.

Yes, Win98 is bootable. It's great! 'Bout Time Too!
Rename win.com to something else.

I've always prefered OEM's to Retail. Nitty Gritty!

Can you get to your CD Rom from a "bootup" DOS prompt? Either way, Boot to the CD Rom and go for Win98!

Note: Win98 is Fat32+, not just Fat32. You'll need to know this for over 8.4 gig drives trying to use PQ Partition Magic.

First search for a file name Mini.cab in your OEM Win98 CD, then extract all the files to a directory.  If you have cabview, just drag N drop the entire contents to a directory (i.e. c:\win98setup).
Open up the system.ini from the directory you've just created, modify the line Shell=winsetup.bin to Shell=(cd-rom drive letter):\win98\setup.exe and save.
Now, run the Dosx.exe file from the directory you've created, and it'll ignore the Win version check, and there you go!

Let me know how it goes.

Logos.... Please expand on the Fat32+ statement you made.  Are you therefore saying that Windows 98 installed over a previous Fat32 will not have Fat32+ enabled.  If so how do you impliment Fat32+ when it is already Fat32.


Have tried all suggestions...
     Here is what finally worked.
1. From Win 95 control panel-FastFind, delete all drive indexes.
2. Booted from Win95 boot disk (clean boot to c: prompt)
3. Attrib'd c:\*.* -r -h -s
4. Deleted all *.sys *.com *.dat *.txt *.prv *.old from c:\ (basicly all files in root of c)
5. Deleted c:\windows\win.com and c:\windows\emm386.exe
6. Renamed c:\windows\desktop to c:\windows\olddesk
7. Booted from Win98 CD and installed as per normal.
8. Recreated FastFind drive indexes.

Using this method I have encountered none of the problems I have read about on www. ie. Office 97 still runs fine after upgrade.

Now, Who and How to award these points?


I'll make it easy and award the points to whomever answers smedley's question.  "Will FAT32+ be enabled after doing this or how to enable FAT32?"


leighton and Smedley,
I'm not familiar with the term FAT32+, but in order to partition a drive over 8GB, FDISK uses FAT32X. (Int 13h extensions)

"With the recent introduction of very large drives to the PC market, BIOS manufacturers have added what is known as 'int13 extensions'. These extensions are a new set of BIOS functions (reference: int 13h, functions 41h, 42h, 43h, 48h) that allow the software to access disk space past the BIOS cylinder.head.sector disk configuration parameters."

Complete info about the above can be found here:


I hope it helps.

Any comment?

I've just done this and it works fine:

1. copy the win98 cd to your HDD (preferably)
2. boot up from win98 stiffy included with the CD pack
3. if you have copied 98 to your hard drive, boot up without cd support
4. go to your windows directory (c:\windows) and rename win.com to win.xxx
5. run setup.exe from the win98 directory on your HDD
6. the defualt dir to install to will be given as c:\windows.000, choose other directory and type in
7.carry on installing

All your settings and programs from windows 95 should stay the same after you have installed 98

Good luck


   We had originally tried something similar to your suggestion, and it still did not work.  What we finally had to do is noted in the comments to this question.



Sorry Ralph, previous comment should have been addressed to Ant

> "I'll make it easy and award the points to whomever answers smedley's question. :

Why did you reject my answer?
(the link for info on the FAT32 issue?)


If you call into Microsoft,  they may have a code that lets you bypass the check. Basically,  FAT32+ is what allows you to beat the 8.4 gig partition limit.  FAT32+ will be automatically enabled as all it does is add the INT15h extentions to DOS.  There may still be old systems out there that don't allow this (And mine's a P166 bought two years ago that doesn't have a problem with it)


    I think it is time to put this one to sleep.
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   Your solution seems to apply to windows 95, not 98.  

Bud, leighton's trying to upgrade to '98, not '95.
He's already found the solution. (Friday, July 10 1998 - 09:29AM PDT)

Another rejection.

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