Nov 14, 2009
How to run Windows XP Mode in Windows 7 using VirtualBox when hardware virtualization is not available.
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Migrating your operating system to Windows 7 is attractive to many XP users for no other reason than XP has bugs, limitations and after all...is 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 FilesWindows 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.
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