If you install Win98 first, and then upgrade to 2K, you will have memory problems. Basically, it will use a lot more of it than if you had just installed 2K first. I know it doesn't make sense, but it's documented. Anyway....if you are TRULY supposed to be in possession of this CD, or at least if you are any good at all at making CD copies, it is bootable. Set your BIOS to boot from CDROM, and it will do everything for you. I have had problems installing it ONCE, and every problem I encountered was completely off-the-wall. I think I had some hardware screwing up on me. Just boot from the CD.