Loading Windows 3.11, 95, ME and XP In VirtualBox

Windows 3.11 running in VirtualBox

For many of us, this was our first experience with the Microsoft Windows graphical user interface (GUI).  Windows 3.1x was nothing more than a graphical shell around which DOS operated.

Thanks to VirtualBox, you can relive that nightmare all over again!  Just point your browser to Kirsel’s amazing website and download all the image files you’ll need to install Windows 3.1x in VirtualBox.

If you know nothing about VirtualBox, now would be a good time to learn.  An image file (.img or .ima) can be used as a substitute for physical floppy disks in VB.  You swap image files under the Devices menu at the top of the screen while VB is running.

Before attempting to load Windows 3.1x or Windows 95 in VB, you must disable VT-x/AMD-V and Nested Paging under the System > Accelerations settings tab.

A full tutorial has been created by Glijnos to walk you through the process.

I have all of the images files for DOS 6.22 and Windows 3.11 that were included with my first Windows computer: a Packard Bell Legend series system with a 50MHz Intel CPU, 4MB of RAM built onto the motherboard (upgraded to 36MB by adding two 16MB RAM chips), and a 512MB hard drive.

How cool was that?

Program Manager Windows 3.11 About Screen

Not very.

Why would anyone want a working virtual copy of Windows 3.1x?  Well, perhaps you have a bunch of old software programs lying around and just need to open a document in Microsoft Works 3.0:

Microsoft Works 3.0 in Windows 3.11

Or maybe you just want to see the Berkeley Systems After Dark Loony Tunes screensaver you bought years ago run just one last time:

Looney Tunes After Dark Screensaver

That Pepé Le Pew sure was a scoundrel!

Pepé Le Pew After Dark Screensaver

Or you just want to rekindle old skills you’ve forgotten.

Or you’re like me and you have a bunch of old Windows install discs collecting dust that are just begging for new life.

Windows 95:

Windows 95 running in VirtualBox

Historically significant, Windows 95 set the standard for the desktop GUI.  It was also insanely unstable.  Even in VB, it may still give you fits.

Create a new VB install.  Set the virtue hard drive (.vdi file) to a fixed size of no more than 2GB.  Set RAM to 128MB.  Set video RAM to 32MB.  Remember to disable VT-x/AMD-V and Nested Paging.

If you have a full Windows 95 install disk (OEM disks or full commercial release), load DOS 6.22 just as you did for Windows 3.1x.  Add the  cdrom.img files to the completed install.  Now you can reboot your virtual install and use your Windows 95 disc to install the OS.

Windows ME:

Windows ME running in VirtualBox

One of the most hated operating systems in Microsoft’s history, Windows ME still gives users headaches when trying to do a VB install.  But I found a way around that problem.  Install Windows 95 first and then upgrade.

Here we go again!  Create a new VB install.  Set the virtue hard drive (.vdi file) to a fixed size of 8GB.  Set RAM to no more than 512MB.  Keep the video RAM at 32MB.  Remember to disable VT-x/AMD-V and Nested Paging.

Load DOS 6.22 just as you did before for Windows 3.1x.  Add the  cdrom.img files.  Now you can reboot your virtual install and use your Windows 95 disc to install the OS.  Once installed and booted, insert your Windows ME disc (full, OEM or upgrade) and follow the onscreen instructions.

When Windows ME finishes installing and completes a first boot, shut it down and enable VT-x/AMD-V and Nested Paging.  This will speed up ME in VB.

When you loaded Windows 95 in this install, it created a virtual hard drive of only 2GB, but our .vdi file is 8GB in size.  How do we get those 6GB back?  With Linux!

Download the 32-bit version ISO image file of GParted.  Or use your favorite Linux distribution Live Boot Disc that contains the GParted program.  Boot your Windows ME VB install into Linux and use Gparted to format the unallocated portion of the virtual hard drive to FAT32.  You can name the dirve if you wish.

Remove the Linux disc or image file from VB and boot back into Windows ME.

Windows ME My Computer Screen

Your install now has two hard drives!  A 2GB C: drive and a 6GB D: drive are both accessible from within the virtual environment.  Thank you, Linux.

Desktop themes from Windows ME

Installing Guest Additions:

Forget it.

None of these operating systems are compatible with the VB guest additions.  However, you might manage to get part of the guest additions to load in Windows ME before you get an error message.  This will at least load the mouse integration drivers and allow you to automatically “capture” the pointer when hovering over the ME window.

You will have no Internet access, no USB access, no shared folders and no full screen integration.  Other than that, it works great.

Video Drivers:

The best video drivers for Windows 95\98 and ME can be found at the VBEMP 9x Project.

Right-click on My Computer > Properties > Device Manager > [+] Display adapters and select the entry under that heading.  Click the Properties button at the bottom of the box.  Click the Drivers tab and then Update Driver… to install these drivers.

I didn’t say it was easy.  But it does work.  Once installed, you can set your screen resolution from 320 x 200 256 color up to 1600 x 1200 True Color (32-bit).  Do not use the full screen integration feature of VB.

There are three sets of drivers folders provided by the VBEMP 9x Project.  Each folder is marked to the corresponding amount of video RAM you allowed in the VB settings.  If you set the video RAM to 32MB, use the folder labeled 32MB.

A Few Tips and Tricks:

The easiest way I found to import files into the VB installs is to use AcetoneISO.  This Linux only program can be used to convert a folder and its contents to an ISO image.  The image can then be mounted in VB and accessed by any Windows install as a physical CD\DVD.

Alternatively, you can always burn the files to a blank CD\DVD.

Backup your .vdi file.

If this is your first introduction to VirtualBox, there are some excellent tutorials to help you get started.

If you are loading Windows 95\98\ME from scratch, don’t forget that you must use fdisk to create partitions on the virtual drive and then format the drive before loading the OS.  DOS 6.22 formats before it installs.

Installing old operating systems in VB is a fun way to learn more about the history of operating systems and how they worked.

It can also be useful for playing older Windows based games that no longer run on newer Microsoft platforms.

The most useful out-of-date OS is still Windows XP:

Windows XP running in VirtualBox

Windows XP has full integration with the guest additions software in VB.  You can backup and port the .vdi file to other computers.  Although Microsoft no longer supports XP, there are still plenty of compatible software packages available from other vendors.

Old Version and Old Apps provide free downloads of older software programs.

For more information about old operating systems, check out the History of Operating Systems.

VirtualBox is a fun tool for exploring operating systems both old and new.  Now, go put those old discs to good use!

VirtualBox Installs of Windows


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3 Responses to “Loading Windows 3.11, 95, ME and XP In VirtualBox”

  1. The Doctor Says:

    For those who do not have access to old MS discs, check out:


  2. The Doctor Says:

    Windows 95 through ME did not have native support for the mouse scroll wheel. You must install third-party software.

    The Belkin mouse driver (mouse_driver1.0.exe) will work with any brand of mouse and can still be found at:


  3. The Doctor Says:

    Still can’t get enough of those good old days? Then download the the very first issue of Maximum PC:


    It won’t just bring back memories, it’ll give you sticker shock when reading the advertisements for $3,000 computers! Wow!

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