How to Prepare to Upgrade Windows 95 or Windows 98 to Windows 2000

This article has been archived. It is offered "as is" and will no longer be updated.
This article lists some guidelines for preparing to upgrade a computer that is running Microsoft Windows 95 or Microsoft Windows 98 to Windows 2000 Professional. Following these guidelines does not resolve all issues that may occur, but may help to eliminate some common issues.
More information

Check System Requirements

Your computer should meet the following hardware requirements:
  • 133 MHz or faster Pentium-compatible CPU
  • 64 megabytes (MB) of RAM minimum; more memory generally improves responsiveness (4 gigabytes [GB] RAM maximum)
  • 2 GB hard disk space with a minimum of 650 MB of free space (additional free hard disk space is required if you are installing over a network)
NOTE: Windows 2000 Professional supports both single-CPU and dual-CPU computers. You can also use the Microsoft Windows 2000 Readiness Analyzer tool to audit the current status of your computer and get a report of known hardware and software compatibility issues, based on Microsoft testing. If you are concerned about the results of the report you should not upgrade until these issues are corrected. Contact your hardware or software manufacturer for updates that enable the products to run properly on Windows 2000.

For more information about compatible hardware for Windows 2000, check the Windows Hardware Compatibility List (HCL). This is a compilation of computers and computer hardware that have been extensively tested with Windows for stability and compatibility. Microsoft Product Support Services uses the HCL to determine whether or not a computer is supported for use with Windows. The latest HCL is available from the following Microsoft Web site: To obtain the text file of the Windows 2000 HCL, click the following Microsoft FTP site:

Back Up Your Computer

WARNING: Windows 2000 does not have an uninstall option. You cannot uninstall Windows 2000 after the upgrade.

You should completely back up your computer, including all your data, before you begin the upgrade process. Not only does this protect your data, but it allows you to return to your previous operating system by restoring the backup files.

Upgrade the Computer's BIOS

Before you begin the upgrade process, obtain and install the latest BIOS upgrade for your computer from the computer's manufacturer. If you update the BIOS after you upgrade the computer, you may have to reinstall Windows 2000 to take advantage of features such as Advanced Configuration and Power Interface (ACPI) support in the BIOS. If possible, update the firmware in all devices before beginning the upgrade.

Run the Upgrade Report

At a command prompt, run the following command from the I386 folder on the Windows 2000 CD-ROM:
winnt32 /checkupgradeonly

Uninstall or Disable Antivirus Software

You should uninstall (or at least disable) any antivirus software that is running before you begin the upgrade process. In some cases, Windows 2000 Setup disables antivirus software during the upgrade process, but in other cases you must disable the software first. Most antivirus software must be updated to work properly with Windows 2000.

You should also disable any hardware antivirus features that are running. For example, the BIOS in some computers contains antivirus functionality.

Uncompress Any Compressed Drives

Windows 2000 works only with the compression included with the NTFS file system. You must first uncompress any drives that are compressed with DoubleSpace, DriveSpace, or any other drive compression software. If you do not uncompress a drive, the data on the drive is not available in Windows 2000. The data on the drive is still intact, but it is not available in Windows 2000. To be able to use the data on the compressed drive, you must dual-boot with the operating system in which the compression method is supported. If drive C is compressed, you cannot install Windows 2000.

Shut Down Running Programs

Shut down all running programs. To see a list of all running programs, press CTRL+ALT+DELETE to open the Close Program dialog box. Limiting the number of running programs makes additional resources available to Setup. It also limits potential issues between Setup and the running programs.

Run ScanDisk

Run ScanDisk on all your drives before you begin the upgrade process. This may help to prevent disk errors or file-copy errors during Setup, and may prevent extra reboots during the upgrade process that may cause Setup to take longer.

Empty the Temporary Internet Files Cache

Empty your temporary Internet files cache. Windows 2000 tries to preserve as many of these files as it can, but very large folders may cause problems with Setup. If this occurs, Setup may have to delete the temporary Internet files. Removing these files before beginning the upgrade process can speed up and simplify the Setup process.

Download Updated Drivers

Download any drivers for Windows 2000 that are listed as not being available so that you have them when you are prompted, or after the upgrade is finished.

Check the Microsoft Windows Update Web site ( for any software upgrades that may be available. Also, check with your software manufacturers for any upgrade packs that may be available. If a program requires an upgrade pack to run with Windows 2000, you will need the upgrade pack during the upgrade process. If it is not available, you may have to reinstall the program after you upgrade to Windows 2000. For additional information about upgrade packs, click the following article number to view the article in the Microsoft Knowledge Base:
231418 Specifying additional upgrade packs when upgrading from Windows 95/98 to Windows 2000

To view a Microsoft Support WebCast about Windows 2000 setup issues, please visit the following Microsoft Web site:
migration migrate dll win2000hotsetup

Article ID: 250297 - Last Review: 12/05/2015 18:07:53 - Revision: 11.0

Microsoft Windows 2000 Professional Edition

  • kbnosurvey kbarchive kbinfo kbsetup kbupgrade w2000upgrade KB250297