Have heard the subject of running Windows 3.1 portably or from an emulator is quite popular, so here I will try to elaborate. Use Google to look up any software/terms mentioned. --this is not illegal so long as you run only 1 copy of Windows on 1 drive. Don't think for one second you can blame me for your violation of copyright: 1 copy, 1 drive, or, contact Microsoft for extra permissions-- To make a "portable" Windows 3.1 is actually quite easy, if you have a fair amount of DOS skill, imagination, and know how to prevent file access violations between emulated subsystem and NT host. To do this, I used DOSbox (a simple DOS emulator complete with Command Line interface) to basically install and run 3.1 on my own hard disk and run it under the DOS environment. (Command Prompt doesn't actually work). Basically, to start off with I copied each of the Windows 3.1 floppies into a folder named win31(1), win31(2) etc. Always keep your folder names below 8 characters, or you won't be able to see the end number from DOS. From there, I created a few sub folders on my hard disk and buried the win3.1 setup files within it so the final result (AUTOEXEC.bat, CONFIG.sys etc) wouldn't interfere with host operating system's NT files. The host OS I use is Windows 2000, by the way. (Never use 9x, you could screw it up by doing this - NT is fine though, and that includes XP) From there onwards it is fairly easy, you just mount the folders as drive(s) in the emulator, and run the setup as if you were working an old 386 12 years ago! And because the emulator was designed for games from that same era, all drivers that 3.1 needs, like EGA and BLASTER environments are built in, so with a tweak here and a tweak there you can have a decent display, and sound in your Windows 3.1! As far as I know, as long as you only do this from your own computer, you are not violating the dusty EULA, because you own 3.1 and are running it on 1 machine. Stick it and the emulator on a flashdrive makes a portable version (haven't actually tested it portably yet, but in theory it works!), but will violate Microsoft's terms. I'm currently building a web page on this exact subject, so maybe one day I'll have it up for the world to see...

Good software for Windows 3.1: XINGMPEG player, IE3.03, Calmira II. Google will return all of those results effortlessly.

That's seems to be an over thought version of running Windows 3.1. :P Good idea though, but when MS made VPC 2004 free as long as a person has a legal copy of both MS-DOS 4.x and up and a copy of WIn3.1 they could just install it as a virtual machine on their computer. True VPC says it will only run on XP Pro and 2000Pro with SP4 but I used to run it on XP Home:P

Actually I ran Virtual PC 2004 on XP Home as well, but it used to freeze sometimes. Then I put Windows 2000 on that same computer because I was just plain sick of XP being unstable (or at least it was for me on every machine) and fell in love with 2000 ever since. How I got there is another story, which I'll not get into. Virtual PC on Windows 2000 freezes every time with me, so I stopped using it. Anyone else experience freezes or is it just my hardware? I have no other hardware issues!

Not sure if it can be installed without it but did you put SP4 on? I ran it on a win2000 computer a few times and it worked fine for me.

Yes I always use SP4, because remember I said that I took XP off and put 2000 on, so I use it as my main OS nowadays. It is a MEDION MIM2080 laptop with a VIA/ESTHER 1500MHz processor and 256MB of RAM (64 for the video, 192 for the normal memory). Don't know whether it's relevant but my display driver is excellent, an S3 flat panel. In fact, to get 2000 on to my machine I had to do a DOS copy of the setup CD, because my only CD drives were external, and 2000 wouldn't read from that. My Ultimate Boot CD had DOS on it so I could copy to the computer's hard disk and initiate installation from there. It was tooth and nail from there and I had to install some sound and display drivers from my driver CD but other than that the system has done me far better than XP ever has. Works flawlessly apart from the clock sometimes loses time, maybe I need a new CMOS. Nothing I can't handle. (Maybe it is something to do with VPC freezing)

Possibly because your S3 is shared ram(my Advent 7003 has a 2gig Pentium M with 32 meg shared and it's slow as hell, now i've set it to 8 the system runs betetr :P), you also might not have enough ram. 256 isn't bad but since you have 192 and your going to run Vpc's (even if you set like 8 meg of ram for a dos-win3.x machine) there just won't be enough for the operating system, VPC, the virtual computer and any other programs running in the background, beef your lappie's memory up by 256 meg more and it should be fine. Hell though saying that I ran it on a AMDK7 500MHz with varying ram amounts (256 at first,128,64,32 :P It was slow on 32 and mediocre on 64:P). But that machine was really just for messing around on all the time, so it had nothing else running at all.