maybe I can answer you question, NOX. I installed Win98 "upgrade" on a cleanly formatted hard drive without a problem. Win98 scanned my hard drive for a previous version of Windows. upon finding none, it asked for a Windows disk. I put in my Win95 OEM full version cd, pointed Win98 to look at my cd-rom, and voila! Win98 was satisfied and installed correctly. regarding your specific situation, WinME should install correctly once it reads your Win98 cd, though as for the Win98 "number"... if you are talking about the serial number, I believe WinMe will require its own, and will not be able to use your Win98 serial number.