5/29/95
                         ==============================
                         |  S3 OS/2 2.X, 3.0 Drivers  |
                         ==============================

Installation Considerations:
============================

  1) The installation process assumes that the user knows the maximum vertical
     refresh rate as well as the maximum resolution of the monitor.

  2) When installing the S3 driver over a non-S3 driver (e.g., SVGA), the
     standard IBM VGA driver must be installed first. This is not required if an
     S3 driver is already installed.

  3) The driver diskettes must be labeled "S3 DRV1"(disk 1) and "S3 DRV2" (disk
     2). If it is not labeled installation will fail.

  4) The S3 driver will not install unless an S3 chip-based card is installed in
     the computer at the time of driver installation.


Installation Instructions:
==========================

  1) Make sure you have all open data files saved before continuing the S3
     driver installation.

  2) Make sure Win-OS/2 session and all Seamless Windows applications are closed
     . (Seamless applications are windows applications that run on top of the PM
     Desktop.)

  3) Open an OS/2 command prompt (windowed or full screen).

  4) Insert the driver diskette into the floppy drive.

  5) Change to the floppy drive (A: or B:) into which you have inserted driver
     disk #1. Verify that the diskette is labeled "S3 DRV1" (do the same for
     disk #2). If it is not labeled then type "label S3 DRV1" or "label S3 DRV2".

  6) Type S3INST A: C: and press "Enter".  ("A" is the floppy drive; "C" is the
     drive OS/2 is installed).

 *** Note: You may see an error message stating could not locate files.
           Please ignore this message.

  7) When prompted, insert Disk #2.  It must be label "S3 DRV2".

  8) When prompted, exit the OS/2 command prompt, remove floppy disk from
     drive, and shutdown and reboot system.

  9) When OS/2 is up insert disk 1 (S3 DRV1) into the floppy drive.

 10) Double click on the the "OS/2 System" icon.

 11) Double click on the "System Setup" icon.

 12) Double click on the "Display Driver Install" icon.

 13) When prompted by the Display Driver Install dialog, select Primary Display
     and then click the OK button.

 14) Select the "32 Bit S3 Display Drivers" option from the Primary Display
     Adapter Type dialog and click the OK button.

 15) Select the appropriate option from the Monitor Configuration/Selection
     Utility dialog, and click the OK button.  Select "Default" if it is an S3
     BIOS that was not modified by the OEM.

 *** THE SCREEN WILL TEMPORARILY FLASH AND GO BLACK. PLEASE WAIT FOR THE SOURCE
     DIRECTORY DIALOG TO APPEAR.

 16) The Source Directory dialog will be displayed. Set the source directory
     to the location of disk 1 (S3 DRV1).  Double click on the "Install" button.


 17) Insert disk 2 (S3 DRV2) into the floppy drive when prompted.

 18) The Installation Program may pause and display prompts to overwrite certain
     files.  Please answer YES for each file.

 19) You will be given a message stating that you "Must Shutdown and Restart
     your system for the changes to take effect".  Click the OK button.

 20) Remove driver diskette from the floppy drive.

 21) Shut down and reboot system.

 *** Note:  You can double click the "System" Icon in the System Setup
            to change resolution before shutting down.

 *** After you reboot your system will come up with your newly installed driver.


To Change Resolution:
=====================

 22) To switch resolutions, double click on the "System" icon in the System
     Setup Folder.

 23) Highlight the resolution and close the dialog.

 24) Shut down and reboot.
