I just tried to install K-Lite Codec Pack 4.4.2 under Win98SE, and it gave me the 'Upgrade your Windows Version' dialog. I worked around this by Right clicking on the installer and choosing 'Compatibility mode for Windows 2000' and everything installed just fine. The only thing that doesn't work is Media Player Classic, which is OK, i just set file associations for WMP9. Everything works just fine under 98SE... FLVs play like the feature was built in... They say the only version working under 98SE is 3.3.5... they are wrong.