I get this error when installing Windows 98 Second Edition on virtualbox. my host is Mac OsX. install error

the guest settings are the following:

Base memory: 64 MB
Boot Order: Floppy, Optical, Hard Disk
Acceleration: VT-x/AMD-V, Nested Paging
Video Memory: 10 MB

Why I am getting that error and how can I bypass it?


Also get these errors when i click on close:

W98SETUP caused a General Protection Fault in module GDI.EXE at 0001:0246

W98SETUP caused a General Protection Fault in module USER.EXE at 0001:40B6

Standart Mode: Bad Fault in MS-DOS Extender.
Fault: 000D Stack Dump: 000 000 0070
Raw fault frame: EC=000 IP=5EF7 CS=0367 FL=3087 SP=FFEE SS=02C7

I'm guessing this is a bug in VirtualBox 5.0. I haven't reported it yet I'll get around to it but for the time being I downgraded to version 4.3.28, and the old Windows boots fine.

Update: This should be fixed by VirtualBox 5.0.22, although I haven't tested yet.

  • 1
    Installing virtualbox 4.3.28 solved my problem. thank you very much – DiogoSaraiva Aug 10 '15 at 20:24
  • Yes, it’s fixed. Works for me in VirtualBox 5.0.26 as well as 5.1.6. – aaronk6 Sep 25 '16 at 8:36


Windows 98SE is incompatible with the newer hardware that VirutalBox virtualizes; specifically when hardware resources are passed-through from the host directly.


In VirtualBox, disable the hardware acceleration for that VM.

To do so:

  • Right-click VM.
  • Choose Settings.
  • Choose System.
  • Choose the Acceleration tab.
  • Un-check Enable VT-x/AMD-V.
  • Save changes, try again.

enter image description here

  • same thing.... same error – DiogoSaraiva Aug 10 '15 at 12:32
  • 1
    I tried also with 300mb of disk, but the second error is: Standard Mode: Invalid DMPI return from 0367:5F92 – DiogoSaraiva Aug 10 '15 at 12:35
  • 1
    This answer solved the issue for me using a Linux host. – Tom B Oct 12 '15 at 13:00
  • 1
    This answer solved the issue while installing Win 98 SE (fr) on a Windows 8.1 host - VirtualBox 5. – AlexV Feb 10 '16 at 15:34
  • 1
    This answer helped me. – aryndin Mar 14 '16 at 8:18

I was able to get around this error by using the Paravirtualization setting to Legacy (found under System => Acceleration in the VM settings).


A default install of Virtualbox on Mac OS X assumes VT-x availability. This is because all of the Mac hardware lineup supports it. In order to disable VT-x extensions to allow a Windows 98 to install/work, do this in a Terminal window (sub in your machine name inside the quotes):

VBoxManage modifyvm "My Windows 98 VM Name Here" --hwvirtex off

Source: http://blog.vaibhavbajpai.com/2012/12/17/disabling-vt-x-on-virtualbox/

protected by Community Jan 21 '16 at 12:36

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