See this MS KB article: http://support.microsoft.com/?kbid=313041
There are two suggested reolutions.
Den wrote:
>Dear Pcsoft,
>
>I am trying to upgrade my system from windows 98sec edition to winxp and i get an error messege that i386\win9xupg\w95upg.dll. can not be loaded.
>
>I formated the hard drive and made a new win98 installation and tried upgrading, but i keep on getting that same error messege.
>
>Can you please bail me out and if possible upload the file for me to download?
>
>
>
>
>
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