Memphis is the codename for Windows 98, the successor of Windows 95. This version of Windows makes significant improvements to the underlying kernel, and supports a wider variety of emerging hardware standards. By themselves, these are welcomed changes to the operating system.

Unfortunately, Memphis is also the first version to require Internet Explorer and its corresponding shell to be installed at all times, which were notorious for eating a large chunk of system resources. This was done in a time when such resources were often sparse; a typical computer from 1998 had 16 to 32 MB of RAM. The anti-competitive nature of this browser integration prompted the United States Department of Justice to sue Microsoft.

The older Windows 95 Explorer shell can be added back in fairly easily and a few solutions have been built around this, most notably 98lite.

Earliest leaked build of Memphis, contains a number of updated components and already supports multiple monitors, but no IE shell in place yet
1353, 1387
Still no IE shell, 1387 introduces gradient title bars
First build to introduce an early incarnation of the IE shell
1410, 1411, 1415, 1423
Updated Setup program, added wizards for various settings. Build 1423 does not have the IE shell.
1434, 1488
Still no Active Desktop shell, new Setup billboard style
1500, 1511, 1513, 1518
Updated MSN installer and client, added Microsoft Chat, polished other components. Last builds without IE shell.
1525 (June 18th, 1997)
Compiled 6 days earlier than the more commonly known Build 1525
As with its earlier variant, IE shell is reintroduced
Briefly removes the My Documents folder
1532, 1538
Last builds to use the Memphis codename
First known build to identify itself as Windows 98, though some portions still use Memphis. RAM consumption on a clean boot doubles.
Official Beta 2 release, introduces the Channel Bar and updated splashes
Referred to as Beta 2.1, support for USB devices is very unstable
USB device support improved
A build close to the final release

This version of Windows has not yet been fully covered on this website, so more build pages will be added or updated whenever any of us get around to them. Thanks for dropping by!

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