Creating a Windows XP Mode VM in VMware Workstation Player


XP Mode was a free Windows XP Virtual Machine available for Windows 7 Pro, Windows 7 Ultimate and Windows Enterprise Licenses. Unfortunately it required Windows Virtual PC which is far inferior to VMware Workstation Player. This guide will look at downloading the XP Mode Installer from Microsoft and creating a XP Mode Virtual Machine within VMware Workstation Player.

Note this by default will give a virtual machine that lasts for only 30 Days if carried out on Windows 8.1 Pro or Windows 10 Pro. If carried out on Windows 7 Pro, Windows 7 Ultimate or Windows Enterprise there is an official line of code that can be added to the Virtual machines Configuration File to allow Product Activation.


Setting up a Windows XP Virtual Machine

Launch VMware Workstation Player:

Select Player → File → New Virtual Machine…

Select I will install the Operating System Later:

Select Microsoft Windows:

You can use the default names given but take a note of the Location as we will need to access it later:

This screen doesn't matter as we will replace this Virtual Hard Drive with the one from XP Mode. Select Next:

By default VMware will give very poor default hardware. To amend this select Customise Hardware. This guide assumes you are running a modern (5 years old) Windows 10 PC or one of the last PCs that supported Windows 7 (i.e. a 6th Generation Skylake i5/i7 Processor with at least 8 GB of RAM) with Windows 7 Pro.

Change the RAM to 4 GB. Windows XP Mode is a 32 Bit OS and can use up to a maximum of 4 GB.

Change the number of Cores to 2 otherwise the VM will run very slowly:

Most Modern PCs don't have optical drives so uncheck Connect at Power On:

It is ill advised to connect a >6 Years End of Life OS to the internet. So under Network Adaptor, uncheck Connect at Power On:

There is only support for USB 2.0 on Windows XP:

Leave the Sound Card as default:

Leave the Printer as Default:

Up the Display to 1 GB:

When done select Close:

Select Finish:

Do not Start your Virtual Machine yet:

Extracting the Virtual Hard Disc File

Install 7-zip and right click the XP Mode Application. Select Open Archive:

Double click the Sources Folder:

Double click the XPM folder:

Single click the VirtualXPVHD and select Extract:

Select OK:

By default the dot is missing in the file name. So right click it and select rename:

Add the . before the VHD file extensionL:

In Windows 10 an icon will appear (this won't appear in Windows 7 as Windows 7 doesn't natively recognise VHD files)

Open up your Virtual Machine's folder and copy this Virtual Hard Drive to it:

Adding the Virtual Hard Drive to your Virtual Machine

Now select Edit Virtual Machine Settings:

Highlight the HardDisk and then select Remove:

Now select Add…

Select Hard Disk and then select Next:

Select IDE and then Next:

Select Use an Existing Virtual Hard Drive and then select Next:

Select Browse:

Change the File Extension to the bottom right to All Files. Then Load your VirtualXP.VHD file:

Select Finish:

Select Convert:

Installing Windows XP Mode (Keyboard Only)

Unfortunately the Virtual Machine has a mouse driver prebundled which doesn't play with the mouse. As a result you can click into the Virtual Machine but the mouse doesn't move. The keyboard is however functional. We will need to complete the XP setup using the keyboard only.

The tab [↹], arrows [↓], [↑], enter [↵] and [Esc] keys are your best friends here. You will also need the keyboard combination [+] + [a] to select the license agreement. The keyboard combination [Ctrl] + [Alt] can be used to escape the VM.

The setup will hang with a black screen in couple of cases and you will need to restart the Virtual Machine.

Select the play button.

The Windows XP setup will begin:

Click into the VM. Your mouse will now be stuck:

Press [↹] as you do you will see what you have highlighted is enclosed in a black dotted box:

To accept the License Agreement press [+] + [a]:

Then highlight Next and press [↵]:

By default the VM will be setup for English US. Again press the [↹] to highlight Customise and then select [↵]:

Use the [↑] and [↓] to select your standards and formats:

in this case I will change it to English (United Kingdom):

Press the [↹] to get to the Location and once again use the [↑] or [↓] to go through the options:

When done, use the [↹] to get to OK and press [↵]:

Use the [↹] to get to Details and [↵] to enter the setting:

Once again use the [↓] and [↑] to select your desired option:

Use the [↹] to highlight Ok and press [↵]:

Use the [↹] to highlight Next and press [↵]:

Use the [↹] to highlight the Computer Name and input your Computers name:

Use the [↹] to highlight Next and press [↵]:

Use the [↹] to highlight Time Zone:

Once again use the [↓] and [↑] to select your desired option:

Use the [↹] to highlight Next and press [↵]:

The setup will hang on a black screen. Press [Ctrl] + [Alt] to escape the VM:

Select Player → Power → Restart Guest:

Select Yes:

The setup will continue:

Select [Esc] multiple times to ignore the Found New Hardware Wizards:

Select [Esc] to ignore Automatic Updates:

The setup will complete:

You will be taken to the Windows XP Desktop:

Uninstalling Virtual PC Integration Components

The Virtual PC Integration Components are to blame for the mouse problem and the setup freezing at a black screen. We need to uninstall these.

Press the Windows [⊞] and [r] key to open run. Then type in:


Then press [↵].

To launch Add or remove programs.

Press the [↓] key to highlight Virtual PC Integration Components:

Now press [↹] until Remove is highlighted. Then press [↵]:

Press [↵] to confirm the removal:

Press [↵] to restart the VM:

You will get stuck at a black screen. Press [Ctrl] + [Alt] to escape the VM:

Then select Player → Power → Restart Guest:

Select Yes:

You should be able to use the Mouse in the VM. The default password is left empty:

Close the Found New Hardware Wizard:

Installing VMware Tools

To the bottom of the VM select Update Tools (if this yellow balloon at the bottom of the VM does not show select Player → Manage → Install VMware Tools):

The VMware Tools wizard should display. (If not go to the Windows XP VM Computer and launch the setup from the CD). Select Next:

Select Typical and the Next:

Select Install:

To restart select Finish:

Select Yes:

Once the VM has restarted, you should be able to resize it and copy and paste files from the Host PC.

Microsoft Product Activation

Enabling XP Mode in the Virtual Machines Configuration File

It is possible to activate the XP Mode VM if you are running a Windows 7 Pro, Windows 7 Ultimate or Windows 7 Enterprise Host PC. Ensure the Virtual Machine is shut down. Then open up the folder of your Virtual Machine and right click the Virtual Machine's configuration file and select Edit with Notepad++:

To the bottom add the line:

xpmode.enabled = "TRUE"

Then save the file. Launch the VM as normal and it should be activated (you will get no activation nags and it will work past 30 days).

When the VM is powered down it is recommended to create a copy of the VirtualXP.VHD. Performing an in place update with the copy will allow you to revert to a clean install. You should also considering creating copies of the VirtualXP.VHD once you have installed additional software installed to have a backup in that state. (Copy the entire folder if you are going to move the VM to another Host PC).

Unfortunately this activation mechanism will not work on a Windows 10 Pro Host. Instead you will get this error message:

This system is not allowed to run "Windows XP Mode". The virtual machine will now power off.

"30 Day" Trial

The VM will therefore expire after 30 Days. If Windows XP is Booted and the system clock is past 30 days from the date of initial install. You will be harassed by the following error message:

As a workaround you can create a copy of the VirtualXP.VHD file and create a text file with the date of installation. Then in the Virtual Machine's configuration file add the line:

bios.bootdelay = 20000

This will allow you to access the VM's Virtual BIOS Setup when you launch the VM by pressing [F2]:

Then you can change the VM's system clock to your date of installation:

If the current installation still doesn't work after the system clock has changed. Then power off your VM and delete the VirtualXP.VHD and replace it with a copy of your copy. This copy will never have experienced the system clock exceeding its upper bound and will remain activated.

Nested VM

It is possible to get around this on powerful hardware with a Windows 10 Pro OEM License by created a Nested VM. Essentially using Windows 10 Pro OEM to invoke downgrades to Windows 7 Pro OEM in a VM and then using the Windows 7 Pro VM to invoke downgrade rights to a Windows XP Mode VM.

Windows 10 Host Download

Windows 7 Guest Download

This VM requires at least 8 GB of RAM, 120 GB Free Space from a SSD, 4 Processor Cores and all Processor Virtualisation options.

The SLIC 2.1 has to be ported to the VM by modifying the VMware configuration file. See my Windows 7 VM Guide for more details:

Windows 7 Host Download

Windows XP Guest Download

The VM can be accessed by using XP Mode Activation as it has a Windows 7 Pro Host.

Telephone Activation

By default the Product won't be activated leading to a 30 Day Trial. You will see the Windows Wizard for Activation Prompts.

You can select Yes I want to telephone a Customer Service Representative to Activate Windows:

You can then select the region to get the automated phone number:

You can then use the automated phone service to input your Installation ID. Unfortunately it isn't accepted automatically and you will need to speak to a Microsoft Customer Service Representative. It is at their discretion to allow or decline the Product Activation.

Change Key

Note it is possible to change the Product Key on the Phone Activation Screen. However the XP Mode Installation Media is OEM which means it will reject Retail keys (which are under the correct license agreement to run in a VM).

It will only accept OEM keys for example an old COA from an aging XP Computer. Technically according to the License Agreement you are not allowed to transfer OEM Product Keys however Microsoft may be a bit more lax about activating Windows XP these days in a Virtual environment especially if it moves away from ancient physical hardware and prevents the continued use of the End of Life Windows 7 Pro OS as a Host OS opposed to Windows 10 Pro. As mentioned earlier Product Activation is at Microsoft's discretion. You will need to contact a Microsoft Customer Service Representative however having a valid XP Product Key may help you to convince them to allow you to activate.