Retro Gaming Windows 98 setup in VirtualBox

This weekend’s project is setting up retro gaming system for old Windows games. I already use DOSBox for playing old DOS games, but there are a lot of classic that only run under Windows. The easiest (and cheapest) way is to set up a virtual machine running an old copy Windows.

I’ve chosen Windows 98 SE as the OS, since I already have installation media and it is a bit more modern that Windows 95. However, you could also use Window 95 / ME.
Virtual machine that I’m creating will run on VirtualBox, under Mac OS X.

First step is to configure virtual machine. I’ve set it up with 512MB RAM (Windows 98 can’t handle more), 10GB dynamically allocated hard disk, and 128MB of video memory.

Once virtual machine is configured, run Windows setup.

Windows 98 SE Setup

After setup is completed, you’ll need to install new graphics card drivers, as Windows would be running in 16 colour mode and 640×480 resolution. After doing a bit of research, I found that SciTech Display Doctor is the best bet for enabling higher resolution in your VM. You can download it from here. Download is an ISO file, so you can mount the ISO in virtual CDROM.
Once SciTech is installed, open the configuration interface, and enable SciTech video driver. Also change the monitor to one of the generic Super VGA types. Apply changes and restart virtual machine. You should then be able to change number of colours and resolution.


Now all you need to do is install some games. To get the files over to the VM, you have two options – over the network, or by creating an ISO file and mounting on the VM. Since Windows 98 will automatically detect VirtualBox network interface, this is probably the easiest way.


4 thoughts on “Retro Gaming Windows 98 setup in VirtualBox

  1. After having a heartbreaking episode installing MechWarrior3 in Windows 7, I decided to give VirtualBox a try. Your solution was perfect, I was able to modify the machine video and everything worked. Great post, thank you simke!

  2. I had to do some extra tweaking/configuration to get Win98 running more smoothly in VirtualBox. I got it up and running fairly quickly from the start, but not particularly well. It was extremely slow even on my superfast system. Eventually I got the kinks worked out though. Here are some tips:
    – You will probably want to make sure that your Windows 98 is set up with ACPI support. There are a few ways to do this. The quickest is usually to copy the Windows 98 CD to a folder on your virtual C drive and then run the setup file with parameters: “setup /p j”. See
    – You’ll need video drivers. I used Sci-Tech as you recommended, bumbled for awhile with configurations, and eventually got it all set up.

    I made a few other miscellaneous changes, most of which I can’t recall the details of. But for example, I installed quicktime 2.12 to run a multimedia program (version 2.12 is more compatible than earlier versions, and more compatible than a later version I tried). No issue except then I lost sound. But after messing with the Virtualbox settings and then putting them back to the way they were to start, I got sound back. Who knows?

    I guess the point is, expect a little frustration and expect that you’ll have to do some messing around/tweaking to get it working right. Luckily, this is 2016 rather than 1998, so you can find all the information you need on the internet if you run into more serious trouble πŸ˜€

    • Apparently, the main reason for the sluggish performance is that VBox doesn’t handle 16-bit colors very well. Once you get the graphics drivers updated to support 32-bit colors, that should make everything run a whole lot smoother.

  3. Thanks for your response Benjamin. You are right, sometimes you may need to do some tweaking, depending on actual hardware that you are running a VM on. I guess I was lucky that I didn’t run into any issues when I was setting up the VM πŸ™‚

    If anyone is having issues with SciTech Display Doctor, you can try and use VBEMP Universal video driver – – I had used these when installing Win 98 on physical machine recently, and they seemed to work better than SciTech on that same box.

    Also, if you run into issues, this forum post on goes into much more detail –

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