If you have a drive with Win 98 installed that was ruinning, its big enough. If you boot from the CD you can select Boot to command prompt with or without support for CD also you can do this if you have a Win98 Boot floppy. If so erase some of the files you don't need to make more space (Hint, If you are using an Install CD than delete the Windows directory, if you are using an update CD than erase anything but the Windows directory). Also Note you should use the "Windows" directory to install into if you chose another directory you are not going to be able to fix the old install and its very difficult to get the old registry entries for the applications into the new registry. The users "My Documents" and other non OS directories will still be there as long as you don't select to format the drive during instalation. if you don't mind loseing whats on it, than select to format the HD during the setup process.