Windows XP Mode on PCs w/o Hardware Virtualization

How to run Windows XP Mode in Windows 7 using VirtualBox when hardware virtualization is not available.

Migrating your operating system to Windows 7 is attractive to many XP users for no other reason than XP has bugs, limitations and after nine years old. Windows 7 really is very stable and pretty smooth even on four-year-old hardware.

I'm running Windows 7 on a Dell Optiplex GX280 with a 3.4GHz Pentium P4 and 3GB of RAM and it has pretty good performance.

But XP doesn't actually upgrade to 7. Instead, you must overwrite or install a fresh copy of 7, perhaps on a new hard drive. And after installing it, you will discover some applications you used with XP are incompatible with 7.

My older applications like Act! 2008, QuickBooks 2002 and others will not run on Windows Vista or 7.

So Microsoft's Windows 7 Professional and Ultimate include a license which allows users to run a virtualized copy of Windows XP, SP3 "on top of" Windows 7 at no additional cost. This way, you can run your older applications in a real XP environment.

Find instructions and download it here.

Microsoft provides two tools - Windows Virtual PC and Windows XP Mode. XP Mode is actually a .vhd file with a copy of XP preinstalled, ready to license and run. A KEY.txt file containing an installation key is included in your C:\Program Files\Windows XP Mode folder.

However there's one very big "gotcha" here which can quickly sour your enthusiasm.

Windows 7's version of Virtual PC will only run on systems with hardware virtualization capability, found only in the newest processors with Intel VT-x or AMD-V designs. Most older PCs do not have this, and believe it or not many new PCs don't either! Some systems have the feature, but you must enable it in your system's BIOS before it will work.

This means, even though your system may be new, and has Windows 7 Professional or Ultimate installed, you might not be able to run Windows Virtual PC or Windows XP Mode. Bummer.

But don't let that slow you down because there is a solution.

It turns out Windows XP Mode's license is carefully worded to allow its use on alternative virtualization products such as VMware, Parallels, Xen and Sun's VirtualBox. And interestingly, these products can open the .vhd file either natively, or by converting it. While these products can use the hardware virtualization feature, they don't require it.

Excellent news!

So my old Dell would not run Virtual PC, but does run VirtualBox very well. VirtualBox opens .vhd files as easily as it does it's own .vhi files.

The only problem I had the first time I tried it was an error message saying VirtualBox could not open the file for read/write. Then I copied and changed the new file's security to "Full" for "Everyone" and bang - it took off immediately.

The XP Mode virtual machine presented itself as an expand-on-demand 127GB hard disk image, taking up less than 1.4GB when configured.

Virtual machines require some special drivers and extensions to talk to your desktop through the virtual environment. Since Microsoft created the .vhd, only their own drivers were preinstalled, requiring me to install VirtualBox's extensions to fully support the display, keyboard and mouse. But that is required anyway when creating a Virtual Machine in all these products.

Sun's VirtualBox, free for personal use, is available at


Copyright (C) 2009 by David B. Donaldson, All Rights Reserved
Various products and firms mentioned are Registered Trademarks of their respective owners.
7 answers Last reply
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  1. Thanks Dave! A lot of people will find this very helpful!
  2. Indeed. This will come in handy for home premium users as well as simply those who have chips without VT technology.
  3. Home Premium Users are not licensed for Windows XP Mode, so the installer won't even set up the app. Unless you could extract the vhd file from the XP Mode installer, then load it into VMware for conversion...

    Edit: Check that, it looks like it will install. Just tested on a 7 Home Premium VM image. Windows Virtual PC won't install in Home Premium in the VM (but it did in one of my 7 Ultimate VM's). I'm testing this on a physical machine now and will update again once I have confirmed WVPC cannot be installed in 7 Home Premium.

    Edit 2: WVPC can be installed in Home Premium. Something funky was going on with my VM image.
  4. Update:

    I would bet the XP Mode .vhd file will run on any compatible virtualization application, on any platform that runs on Intel x86.

    Whether or not it will Activate is another question. So if you install it on Premium, my guess is somehow it won't Activate.

    I can tell you that in spite of my earlier excitement, my installation of Windows XP Mode using VirtualBox is nagging me it needs to be Activated. Yet the KEY.txt value I received when I downloaded and installed it will not Activate even though I am running this on a licensed and Activated copy of Windows 7 Professional.

    I am fairly certain I am legally running this Virtual Machine, following the VXPEULA.txt file included with it.

    So sometime this week I'll call the Microsoft Product Activation line and see what gives.

    Linux is looking more attractive all the time, isn't it? So is my retirement.

    More to follow!
  5. Daved, thanks so much for sharing this and your progress! Any updates from your conversation(s) with MS at this point?

    I was excited to bring this up on my new box and just discovered that the Q8200 (Core 2 Quad) processor doesn't include the required hardware virtualization support.

    I'm about to give your approach a try and will post back with results as soon as possible.

    I hear you on BOTH the Linux AND retirement comments! Ugh. Both at once would be nice. I do still love computers
  6. I have not called MS on the issue with their license key yet.

    However at this point (Sun, December 6, 2009) I have successfully installed another copy of XP Pro, using a key from my "Microsoft Registered Partner" subscription. This of course took some of the urgency off the need to find out from MS what gives.

    So I can at least tell you it runs well inside VirtualBox on Win7, but not whether MS will support their XP Mode on it.

    Busy, but I will call and find out, then post the results here.
  7. The_Prophecy said:
    Home Premium Users are not licensed for Windows XP Mode.

    Regardless of licensing issues with the "Windows XP Mode" - if you install Sun's VirtualBox, then Windows XP Home let's say, with a legitimate key and activate it, this solution will let users of all processor types successfully run their older applications which require XP.

    All-in-all it's a fairly fast solution, and VirtualBox is FREE. I like FREE.

    Interestingly too, XP in VirtualBox can be more stable than it was on your old hardware.

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