How To Install Windows 95 in PCem

If you’re at all familiar with the content of this site, you know that I’m a sucker for retro technology, especially media. I’ve spent years collecting vintage computers, software, and other multimedia, but with children on the way, I’m finding myself in need of paring down my extensive physical collection in favor of a smaller, better-curated one. Fortunately, emulation technology has improved drastically since the days of NESticle and purpose-built emulation boxes like the NES and SNES Classic can offer much of the visceral experience of these older platforms without the limitations of the original hardware. The nice thing about a PC is that the form factor hasn’t changed all that much, so emulating an older machine on top of a new one hasn’t eroded the experience too much. Sure, you’re probably missing the feeling of throwing a chunky power switch on a beige desktop box, but the application of the right keyboard and mouse can supplement the tactile experience enough to fool me at least for a while.

Enter PCem, hands-down the absolute best way to emulate older PC hardware on modern machines–right down to the BIOS beeps. It’s not without its quirks and remembering how to do things from the time when PCs still came with manuals can be a little bit of a challenge, but it’s the best way to experience Windows 95/98 applications in all their 16-bit (and 32-bit) glory!

Supplies needed:

  • PCem, of course. Version 17 is current as of this writing.
  • The right BIOS file for the motherboard you’re going to emulate. There’s several archvies of all the compatible BIOSes floating around, I usually go for one hosted by
  • A copy of Windows 95. OSR 2.5 is the most compatible with PCem and includes all the updates to that point, so you’ll have the best experience with it. You’ll also need a valid CD key.
  • Windows 95 boot disk.
  • Windows 9x Voodoo drivers (for that sweet, sweet graphics acceleration).
  • S3 Video drivers.
  • CD image management software. I will be using PowerISO.

Install and Configure PCem:

PCem is a portable application, so it doesn’t actually need to be “installed” anywhere. Just extract the archive to a convenient location on your hard drive. Extract the BIOS archive and place the contents inside PCem’s “Roms” folder. Now, run PCem.exe to open the Configuration Manager. Click the “New” button to set up a new emulator, give it a name, then you’ll have the main configuration window.

For the machine, select “[Socket 7] Shuttle HOT-557”. This will give you options for various Pentium processors. My Core i7 lappy can reliably handle a P120, so I’ll set that as the CPU. 128MB of RAM will be plenty for most Win95-era games. Make sure that “Synchronize time to host clock” is checked, then move on to the video tab.

I’m going to set my video adapter to “Phoenix S3 Trio32” with “Fast VLB/PCI” speed. I’ll also enable Voodoo Graphics. In the Voodoo settings, bump the framebuffer and texture memory up to 4MB. Enable bilinear filtering and Recompiler, and 2 render threads.

In the audio tab, set whichever Sound Blaster you want (why no the AWE32?), and now we need to set up the drives.

Set your HDD as a standard IDE, FDD1 as a 3.5″ floppy drive (1.44MB), FDD2 as none, and CD model as PCemCD (24X speed because why not?). Now we need to create the HDD image. For Drive 0, create a new hard drive image by clicking the “New” button. I prefer a dynamic-size VHD because it will grow as you add more to it. Set it for it 63 sectors, 16 heads, and 16383 cylinders which should give you roughly 8GB.

Mouse, joystick, and network options are at your prerogative. Now, let’s fire up the emulator!

Once the BIOS POST screen comes up, hit Del to enter the standard CMOS setup. Set the primary master to “Auto” and the other drives to “None”. In the emulator Disc menu, change Drive A: to your Windows 95 boot disk *.img file. Now you can save the BIOS settings and reboot the emulator.

Install Windows 95:

Once the emulator reboots, you’ll see the following screen. Type 1 and press Enter to start the computer with CD-ROM support.

After a few moments, you’ll get a warning that the primary hard drive has not been formatted and Windows will dump you at the A:\> prompt. Run fdisk to format the hard drive, and make sure to enable large disk support. In the FDISK application, type 1 and Enter to create a DOS partition or logical DOS drive. Make the maximum space available and then make the current partition the active partition. Once FDISK is finished, you’ll need to restart the emulator.

Once you’re back to the A:\> prompt, invoke the command format c: to format the new hard drive partition. Once formatting is finished, we’re ready to actually install Windows 95. From the PCem Disc menu, mount the Windows 95 installation disc (or point it to your physical CD-ROM drive if you’re using the actual disc) and switch to the E: drive.

If you’re using OSR 2.5, there’s a bug in the installer that prevents it from reading from the CD-ROM, so you’ll need to copy the contents of E:\WIN95 to the C: drive. Switch to the C: drive and invoke md WIN95 to make a WIN95 directory on the C: drive. Then, invoke copy e:\WIN95 c:\WIN95 to copy those contents from the CD to the C:\WIN95 folder for the installer. Once the copy operation is finished, switch back to the E: drive and run setup. Follow the prompts in the installer, and when you’re ready to reboot (the first time), make sure you eject the boot disk from A:.

At some point, you may be prompted to insert a different disk. This is where you will browse to the C:\WIN95 directory from earlier. The installer should see the *.cab file it needs, so click it and click “OK” to continue. At the end of the install process, you’ll need to reboot again.

Bloo doodledoo ding ding ding….

Installing Voodoo and S3 Drivers

If you don’t already have the drivers on a disk image, create a simple *.img file containing them in your disk image management software of choice. Mount this image in the emulator, and you’ll be able to install the drivers for the virtualized S3 video adapter and the Voodoo 3D acceleration.

Right-click the desktop, then click Properties. In the Desktop Properties dialog, go to the Settings tab and click “Advanced Settings”. On the Monitor tab, verify that “Plug and Play Monitor” is selected. Click the Adapter tab and the “Change…” button. Click the “Have Disk” button and browse to the CD image where the S3 drivers are located. Once that’s set, you’ll be prompted to reboot Windows again.

After rebooting, it’s finally time to install the Voodoo drivers. Open the CD image in Windows Explorer and run the Voodoo 2 executable to extract the files to your hard drive. Open the Device Manager and double-click on “PCI Multimedia Video Device”. Open the Driver tab and click the “Update Driver” button. Search for the driver, then browse to the folder where you extracted the Voodoo driver (probably c:\voodoo2). You’ll be prompted to insert a different disc, so browse to the Voodoo2 folder again and select the *.dll file that appears. Once the driver is finished installing, you’ll be prompted to reboot once again.

At this point, Windows 95 is ready to go. Fire up some Fury3 or Hover! and bask in the vintage goodness (or just be thankful that we don’t have to suffer this OS as a daily driver anymore)!


Setting up PCem for Windows 95 games

Using Voodoo 2 emulation with PCem / 86Box

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