I have not personally tried to upgrade to OSR2 from an existing Windows 95 install, and I don't generally recommend doing this. Procedure Steps: 1. Start Setup: At the DOS prompt, enter the command "X:setup" where "X" is replaced by the drive letter of your CD-ROM. Setup will begin. 2. File System Scan: The first thing Windows will do is to invoke the SCANDISK program to check your hard disk for problems before it begins the installation. This should proceed without trouble on a system that has DOS installed on it, but on a new PC, SCANDISK will typically fail immediately because it will say that you do not have an extended memory manager installed. Don't worry about this--on a new system there's nothing on the disk anyway and no real reason to actually have the disk checked. Ignore the error and press {Esc} to continue. 3. Welcome Dialog: The graphical interface for Windows and a "Welcome" box will appear. Check your mouse and make sure that it is working; the setup will be much harder to do without it. Select the "Continue" button. Windows will prepare the "Windows 95 Setup Wizard". 4. License Agreement: The license agreement for Windows will be displayed. Read it, then select "Yes" to continue. 5. Setup Wizard Start: The Setup Wizard box will display, showing you the three phases of the installation. Click "Next". 6. Choose Install Directory: Setup will ask you which directory you want to use for Windows. I strongly recommend that