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The 80386 was a third generation version of the 8086/8088 microprocessor. The second generation was the 80286, adding protected mode. The 80386 added 32 bit mode, virtual 8086 mode, and flat 32 bit protected mode.

The 80386 fixed the problem of the 80286 where existing object code was not compatible in protected mode because the meaning of the segment registers changed. The 80386 allowed the operating system to run in protected mode while presenting the process with a virtual 8086 environment where the segment registers worked as before. This was a stop-gap measure that worked until the full implementation of a true 32 bit flat memory model operating system and software.

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