FOUND it!!! I'll post here to share (yeah, like anyone is going to need it)
Windows 95 Upgrade with No OS
Do you have a clean hard drive and the Windows 95 Upgrade and you don't want to load that silly Windows 3.1 or have a Windows 3.1 disk ready when you upgrade. I posted this a few months back and got some mail saying that this tech tip is pirating and cheating Uncle Bill Gates out of his hard earned dollars. Oh well, this is a shortcut for my worldwide techie friends, to install Windows 95 upgrade on a clean hard drive just type the following at a C> prompt:
DIR>NTLDR
and then hit enter.
Then, Install Windows 95 as usual.
This fools Windows 95 upgrade into thinking that there is already an operating system on your system. Nice, Easy, Clean!