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Windows 95D

If you are looking for the newer, more reliable Windows 95D Lite, click here

Windows 95D was an experimental project attempting to prove in a way that Windows 95 can do some of the same things Windows 98 brags about. It does so by splicing system files from many other later Windows 9x releases into itself, for better or worse. This project is no longer viable and will not be updated.

Floppy disk Download Windows 95D (via FTP)

About Windows 95D

Windows 95D was sparked by a number of factors. In early 2019, I began experimenting with the automation of Windows 95's setup routine, trying to reach the same level I did in a segment for Hardcore Windows 98. After consulting some highly obscure MSBATCH.INF file littered somewhere around the internet, I figured out how to automate the installation of drivers, but it was still an uphill battle against numerous cryptic things of which I had practically no examples to refer to. Not only did I want to automatically install drivers, I wanted to do the same with updates that could be of use.

Windows 95D results from the latter half of that experimentation and the recent discovery of an obscure feature of Memphis build 1387. It was previously thought that gradient title bars first appeared in Memphis build 1400 before my friend, going by Blue Horizon, found them sitting in a hard-to-reach spot in the display control panel. He reported this discovery to BetaArchive shortly after.

Gradient title bars in Memphis build 1387

I was stunned by this, as you might figure. Given how close this build was to Windows 95B, I figured it would be worth trying to backport the spicy new desktop enhancements to Windows 95. It was a matter of replacing the following files with Memphis 1387 counterparts:

  • GDI32.DLL
  • USER32.DLL
Gradient title bars and menu animations in Windows 95C

Sure enough, it worked. It seemed like anything would be possible at this point, but it was really all downhill from there, for a number of annoying bugs were sure to show up. To start, I could no longer run GLQuake at any resolution beyond 512x384. That didn't stop me, for I began replacing several other system files, most notably SYSDM.CPL and SETUPX.DLL.

With these replacements came yet more improved functionality and yet more bugs. The wallpaper would disappear after installing a component, icons wouldn't update when changing a theme, long file names wouldn't immediately load after installing a component, and so on. I was determined to put this Frankenstein-esque version of Windows 95 out there, so I created a makeshift solution involving a batch script which restores a bunch of old system files to make some programs function normally again. This still wasn't without harm, for if the Windows Setup tab was to be loaded in Add/Remove Programs with the old files in place, the program would crash! The limited number of optional components in the old SETUPX.DLL was disappointing.

After many struggles to try out different ideas, I had to come to terms that Windows 95D would not be the reverse 98lite I wanted it to be. It was released on December 29th, 2019 and immediately abandoned.


Windows 95D integrates a large number of updates using very loose methods that are immediately apparent in the first and second boots. There's plenty of RunOnce\Setup entries to be seen for DCOM95, Visual C++ 6.0, DirectX 7.0a, the extended USB supplement, and Tweak UI. After rebooting to a deceptive Memphis splash screen, you're yet again told to wait as a couple more updates are installed - Internet Explorer 3.02 and IntelliPoint 3.02, of course.

Only on the third boot do you actually get to take control of the desktop, to which you get to embrace such benefits like the ability to run Windows 95D on computers with very fast CPUs and more than 768MB of RAM, use generic USB mass storage devices, enjoy desktop enhancements like menu animations and gradient title bars (the latter must be "activated" by switching to another appearance scheme and back), and... Pinball, I guess. There's not too much to Windows 95D other than the caveats you have to watch out for. Open README.NEW in Notepad to see all the bullet points explaining it.

Windows 95D does not include any new drivers.


Depending on what you do, Windows 95D may be a pleasant experience or a sucky one. When a program doesn't work right, running SYSTOGL.BAT will usually fix it at the cost of special Windows 95D features. This is applicable to either side of the coin, as Magnifier, for instance, is dependent on certain Memphis files in order to function.

When you run SYSTOGL.BAT, make sure you DO NOT run it from an existing MS-DOS prompt! Doing so will throw the batch script off track and render your installation unbootable. Always run SYSTOGL.BAT from the Run dialog or double-clicking the file in \WINDOWS.

To enable gradient title bars, go to the display properties control panel and click the Appearance tab. Change the color scheme to something else, apply, then change it back to the color scheme you want. This will activate gradient title bars in every window. You thought this was only an Office 95 thing, didn't you?

To install desktop themes, go to the Windows Setup tab in Add/Remove Programs. Double click Desktop Themes to select individual themes to install, or check the box next to the category to install all of them.

If you find that something doesn't immediately load after installing it, restart your computer so everything's set in place. As mentioned earlier, the combination of many different system files from different versions of Windows 9x creates strange results.


Windows 95D should not be regarded as a true successor to any variant of Windows 95 OSR2. It is ultimately a proof of concept release, and has since been replaced by Windows 95D Lite. Windows 95D may still be of historical interest, showing where I was at earlier when I was trying to create an enhanced Windows 95 remaster.

I'm kind of surprised anyone really liked this for what it could offer. A lot of guesswork was put into this project, using my limited knowledge of the workings of Windows 95 at that time. Perhaps it was very much necessary as a starting point for what was to come. I previously envisioned a future revolving around Hierma, but it's now ambiguous as to whether that will be fully realized or not thanks to Windows 95D's successors. If there is truly a demand for a flexible dynamic remastering tool for Windows 9x (and NT/MS-DOS), I may consider it, but it may turn out that I'll only ever finish a few parts of it, such as the standalone Infsect program. Windows 95D Lite just seems to deliver much better on drivers and updates than Hierma will ever dream of.

Early into Windows 95D's conception, the well-known Windows 9x reverse engineer Rudolph Loew responded to Blue Horizon's thread regarding gradient title bars in Memphis 1387. I'm bringing this up for a number of reasons - obviously, it was the first glimpse of Windows 95D, but I also want to more publicly walk back on something I held previously.

I developed a cynical outlook of rloew when someone referred me to an MSFN thread disputing a patch made by someone else which would allow Windows 98SE to run on systems with more than 1GB of RAM. In truth, I cannot really excuse him for stopping someone from releasing their own 3GB memory patch which used a completely different method from his program, but as is the case for a lot of things, I take my cynicism to the extreme. I saw him as a hoarder of his own feats, an... obstacle, if you will, in the progression of the Windows 9x community.

It was surprising enough to see rloew take enough interest in our work to provide input to Blue Horizon's thread, but we were really shook when we heard of his passing shortly after. I wasn't sure how to feel about it, for I couldn't just retract what I said of him in both public and private when he was still around, but I also couldn't forget about that one thread I scrolled through. Then rloew's son generously released his father's works with the source code for free, rendering my past thoughts about the guy completely null and void.

It's a grim reminder that a bit of controversy can stir up a cloud of smoke in anyone's judgement, and death often happens when you least expect it. You don't know when you'll give your last goodbye to someone, you don't know if you'll ever be able to go back and make up for something you did earlier. Remember, rloew busted his ass off to create all these patches to improve on Windows 9x without any OS source code, which is more than any of us can say about ourselves. With an active presence in the community and clients in commercial industries, why wouldn't he have continued selling his patches? Even with those, he still provided free patches like a fast CPU fix for Windows 95 and a better USB supplement.

Now Windows 95D and its successors ride on rloew's work, and admittedly it feels assholish to do so after previously ranting about him. Hell, I still complain about LitePC continuing to sell 98lite long after its obsolescence, so I suppose I should say this now... they've done a lot of good back then, right in the heat of Windows 98's controversy, and their efforts shouldn't be forgotten either.

So, Rudolph Loew, regardless of how you distributed your patches, thank you for being here to provide solutions when Microsoft refused to do so in the name of planned obsolescence. We wouldn't be anywhere near where we are today without you.