1) Make a temp directory on a hard drive - the standard directory for this is C:\WINDOWS\OPTIONS\CABS. 2) Copy the Win95 directory from the CD to the new directory on your hard drive. From here, we work with the files on your hard drive. 3) Extract from PRECOPY2.CAB the file called SETUPPP.INF. Use extract.exe, or use the CAB file extraction tool PowerToy. 4) Open LAYOUT.INF in a text editor. Search for the string "SETUPPP.INF". (Don't get confused by the many blank lines in this file.) You should find: setuppp.inf=2,,4550 Change the 2 to a 0 to read: setuppp.inf=0,,4550 Save the changes.. This prevents setup from extracting SETUPPP.INF from the CAB file during installation. Setup will instead use the SETUPPP.INF file file we manually extracted in step 3 and will modify in step 5. 5) Open SETUPPP.INF in a text editor. Search for "ProductType". (Again, do a search, it's hard to find just by looking.) You should find: ProductType=9 Change 9 to 1 to read: ProductType=1 Save the changes... This tells setup to upgrade the previous installation, and to not ask for a CD Key or Certificate number. There is no need to "put SETUPPP.INF back into PRECOPY2.CAB". The change we made to LAYOUT.INF in step 4 forces setup to use our modified version of SETUPPP.INF. Just leave SETUPPP.INF out in the directory with all the other setup files & cab files. NOTE: If you wish to prevent Internet Explorer 3.0, Online Services, MSN, Internet Mail and News, and Internet Connection Wizard, from automatically installing, then at this point remove all references to OHARE.INF, INETMAIL.INF, MOS.INF, ATHENA.INF, MSINFO.INF in SETUPPP.INF (courtesy John Eccles). Note that Microsoft Corporation maintains that OSR2 will not function without Internet Explorer 3 (dead link, sorry, if you can find this again, let me know!). If you don't want ActiveMovie, then also remove all references to QUARTZ.INF. Note that removing INETMAIL.INF also removes the Internet Mail service for Windows Messaging. Now you can disprove this at home in your spare time! Absurdly, Microsoft's main arguments to the DOJ that OSR2 "is broken" without IE 3 center around the fact that if the IE 3 dlls are removed/not installed (as this procedure will accomplish), then the "Online Services" and MSN won't work (as if these were crucial components of the operating system). MS admits that IE 3 dlls that are needed by other applications are installed by the application if they are not already on the hard drive. Read it all in MS VP David Cole's sworn declaration to the US District Court (dead link, sorry, if you can find this again, let me know!). FOR OSR2.5: This also works for OSR2.5. Do as above, but also delete the following files from your source install directory (courtesy Jason Sweeney): CH*.* IE*.* ACTSETUP.CAB AMOV4IE.CAB AOL*.* AXA.CAB CS3KIT.EXE ICW*.* JAV*.* MAILNEWS.CAB MOS.INF MSCHAT2.CAB MSINFO.INF MSN251.EXE NM21.CAB NSIE4.CAB OHARE.INF PCVKIT.EXE PRO*.* SWINST4.EXE VDOLIVE.EXE And the CONTENTS directory. NOTES: on ProductType=X in SETUPPP.INF: ProductType=1: Upgrades without asking for CD KEY (serial number) ProductType=2: Asks for 10-digit CD KEY ProductType=3: Wants a floppy install - doesn't work. ProductType=4: Fails - Error - previous ops system installed. ProductType=5: Works - asks for CD KEY, but won't take valid keys- can "ignore" ProductType=6: Works OK (?) (?) ProductType=7: Fails - Error - previous op system ProductType=8: Fails - Error - previous op system ProductType=9: OEM non upgrade version: Asks for OEM certificate number. Welcome (that tip screen) ran everytime you install Win95 first also.. To remove it basically do the same to layout.inf for shell.inf, extract and edit it. Find the section that says [shell.files.win.shared] under it you will see welcome.exe, rem it out by putting a semicolon infront of it.. it will prevent it from running the first time you launch w95.