this is a place for facts, not opinions. Opinion never fixed a computer in his life. I've installed 98/SE OEM over 98 more times than I even want to admit to. (Sorry, Bill !) You first copy the SE OEM disk to a folder on the HD. Only the \win98\ folder need be copied. Then you boot up the PC with your 98 boot disk and go into the windows folder and rename win.com to win.old .....then you navigate into the newly created \win98\ folder and run Setup.exe /ie /is Setup will start and run normally. It only looks for win.com, not the registry. Setup will also run much faster and smoother from the folder on the HD than from the original CD. And, if ever 98/SE needs to install some new feature.....the files are already on the HD. This is a hard, cold fact that MS probably doesn't want anyone to know about. (Bbviously! ) But I've been doing it as long as there's been copies of 98/SE OEM on the streets. In this process, all apps, data and drivers are preserved. (Don't ask me why it works....it just does!) Cheers Mates! B) Thanks for the detailed explanation. When I tried, I did not boot up from a boot disk, that was my problem. I used the drivers mentioned above by georg and they worked on my 98 laptop. I have saved this thread in case I need to update in the future. Thanks again.