Installing Windows XP in VMware Workstation Player


There are different reasons for using a Virtual Machine. One of the reasons is just to run Legacy Software. If you have the setup files for all your software you can create a new Windows XP VM and copy then over to the VM and install your legacy software. If you don't have access to all the installers for your software you are best to convert your old PC to a Virtual Machine following the procedure:

Windows XP Installation Media and Product Activation

The most difficult thing about setting up a Windows XP VM is obtaining an installation ISO and Activating Windows XP.

Windows XP Mode "Special Original Equipment Manufacturer (OEM) License"

There is a Virtual Machine License known as XP Mode. XP Mode is a special Original Equipment Manufacturer License variant called "XP Mode" which activates under the same activation mechanism as an OEM. In this case the OEM is Microsoft and they have made a Virtual Machine opposed to a Physical one. It can be downloaded from Microsoft.

  • Windows XP Mode VHD Download
  • OEM SLP Key Included
  • OEM SLIC 1.0 Included in Virtual Machines BIOS

Unfortunately there are two main snags with XP Mode:

  • Firstly Microsoft's Virtual Machine and associated Virtualisation Tools are substandard however we can easily convert this into a VM for use in VMware.
  • The second is the activation mechanism, XP Mode has a Virtual BIOS which contains the OEM SLP string Windows_Virtual_XP_F9161D8E7FCC11DDB FAA369856D89593 allowing OEM SLP to take place. This activation mechanism works for Windows 7 Professional/Windows 7 Ultimate and Windows 7 Enterprise. However this activation mechanism is omitted from Windows 8.1 Pro and more importantly Windows 10 Pro (even though Windows 10 Pro is an update to these Windows 7 Products). Without this activation mechanism the VM will only last 30 Days.

For more details see:

Windows XP Mainstream Original Equipment Manufacturer (OEM) License

Designed for OEMs that shipped thousands of units.

  • Windows XP Professional/Home/Media Center ISO
  • Windows XP Professional/Home/Media Center
  • Offline Product Activation – OEM SLIC 1.0

The OEM License is the Windows License that comes bundled with hardware such as a Dell PC. It is designed to be tied to the hardware with support for the Windows Product and the hardware coming from the PC manufacturer for example Dell.

↑Dell Windows XP Reinstallation CDs↑

Windows XP OEM Reinstallation ISO including the Dell Reinstallation CD/DVDs. These have an OEM System Locked Preinstallation (SLP) Product Key which will be automatically installed and activate offline if the VM has a System License Internal Code (SLIC) of 1.0-2.1. Unfortunately the VMware Virtual Machine's BIOS doesn't by default and you will get a 30 Day Trial.

Installation Media for these are not officially downloadable. The WinWorld Library doesn't include Windows XP yet.

Unofficially downloads of these have been made alongside a modded ROM which includes Dell OEM SLIC 1.0. The ROM must be copied into the Virtual Machine's folder and the Virtual Machine configuration file must be modified.

The Virtual Machine must be setup without loading the ISO during creation of the Virtual Machine's Virtual Hardware to prevent "VMware's Easy Install" which also breaks OEM SLP. With these workarounds a Dell Windows XP Pro install within VMware will activate on a Dell Windows 10 Pro PC.

Windows XP Professional Volume License / Corporate Licenses

  • Windows XP Professional Corporate ISO
  • Windows XP Professional Corporate Multi-Use Product Key
  • Offline Product Activation

These licenses were designed for large organisations such as governments, large companies and universities and were in essence designed with the intent of being imaged by IT departments. As Product Activation was primitive in the time of Windows XP and Microsoft didn't want to waste the time of IT departments, a Multi-Use Product Key was supplied with the installation ISO and Offline Product activation occurred.

From a technical aspect these ISOs could be used for a clean installation on new hardware and are the best for Virtual Machines.

From the terms in the license agreement, they were to only be used on hardware that had an existing Windows License usually this would be an OEM License and a Virtual Machine won't have an OEM License.

There is no official download links for these ISOs. The WinWorld Library doesn't include Windows XP yet.

Windows XP Retail Full License

  • Windows XP Professional/Home Retail ISO
  • Windows XP Retail Product Key
  • Microsoft Phone Activation

Retail Full Licenses were designed with the ability for transferring to newer hardware and can be legally used in Virtual Machines.

There is no official download links for these ISOs. The WinWorld Library doesn't include Windows XP yet.

Note however that there were two types of Retail License. Retail and Retail Upgrade. The Retail Upgrade Licenses and Retail Upgrade installation media were Upgrade Only and cannot be used for direct clean installation on a Virtual Machine. Upgrade Installs lead to inferior performance and VMTools won't work right going from one version of Windows to another.

Windows XP Upgrade Only Media

Windows XP Small System Builder Original Equipment Manufacturer (OEM) License

Designed for OEMs that shipped 10's of units.

  • Windows XP Professional/Home OEM System Builder ISO
  • Windows XP OEM Product Key
  • Microsoft Phone Activation

These OEM Licenses differed from the mainstream OEM License and were very poorly understood. As a result they were usually incorrectly licensed. They were cheaper than Retail Windows XP Licenses but their purpose was for small local Computer Manufacturers or small OEMs. They were only to be sold complete with the computer as a package onto an end user. They were not designed directly for personal use. Sales of these licenses greatly exceeded retail licenses. Because these licenses were OEM they were designed to be installed on physical hardware and were designed to be tied to the hardware i.e. non-transferable. In a VM Microsoft might activate these by phone but it is at their discretion. These do not use OEM System Locked Preinstallation.

Setting up the Windows XP VM

VMware player can be downloaded from here:

Launch VMware Workstation Player:

Select Player → File → New Virtual Machine…

Do not load the ISO here as it will trigger VMwares auto install. Instead 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:

The Virtual Hard Drive is setup by default to have a maximum size of 40 GB. You can increase this up to 120 GB (if you have a large capacity SSD on your host PC). Once you've made your select, 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:

Select Use ISO ISO File and Browse to your XP ISO. In this case I will use a Dell Windows XP Pro Reinstallation ISO:

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:

Installing Windows XP

Now you can press the Play Button and begin installation of Windows XP:

You can click into the VM with the mouse. To escape the VM use the keyboard shortcut [Ctrl] + [Alt].

Press [↵] to begin installing Windows XP:

Press [F8] to accept the License Agreement:

Press [↵] to begin installing Windows XP on the Virtual Disk:

Press [↵] to format the Virtual Disk:

The Windows XP setup will format the Virtual Drive, copy files over and then restart the Virtual Machine:

In the next screen you will be given the language settings. Select Customize.

I will update my language settings to English (UK). Once you have made the changes select Apply and then Okay:

I will also change my keyboard to English (UK):

Once you have the correct settings, select Next:

Input your user and select Next:

Input the name of your VM and select Next:

Select your timezone and select Next:

Use the default settings for Network and Workgroup (we are going to leave XP offline anyway):

Select OK when the Windows XP Setup asks about changing resolution. Select OK again to confirm the changes:

You will now get to the final stages of the Windows setup and the Welcome to Windows song should begin.

Select Next:

There are no XP Updates and the VM will remain offline so select Not Right Now and then Next:

We are leaving the PC offline so select Skip in this screen:

Select No, Not at this time and then select Next:

Input your user name and select Next:

Finally select Finish:

You will reach the Windows XP Desktop:

You will reach the Windows XP Desktop.

Installing VMware Tools

To the bottom right select Install Tools

If this yellow balloon doesn't display, select Player → Manage → Install VMware Tools:

The VMware tools setup should automatically begin. Select Next:

Select Next again:

Select Install:

Select Finish:

Select Yes to Restart the VM:

You will get some nags in the notification corner. Click the Security Center Icon and select Change the way Security Center notifies me:

Uncheck Automatic Updates and Antivirus:

You will also get the balloon pop up for the Tour. Click it once:

Select Play the non-animated tour and then select Next. This shouldn't nag you anymore:

You should now be able to resize the VM and drag and drop files between the VM and the Host PC.

Microsoft Product Activation

If you have installed Windows XP using the Windows XP Professional Corporate media there should be no nags for Product Activation (it will occur automatically in the background).

If you have installed using Retail of OEM installation media you will get a nag informing you that you have only 30 days left for Microsoft Product Activation:

If using a Retail or OEM License, you can double click this balloon. Then select yes I want to telephone a customer service representative then select next:

Select your country and then call the number and provide your system installation identification number to the automated Product Activation System. You should be returned a confirmation identification number, input it and select Next and then Finish.

For a Retail License provided it hasn't be activated multiple times within a 6 month period, activation should go off without any hitches. If you are using an OEM License, for phone activation you'll need to go through the same procedure however the automated phone system will fail. You will need to speak to a customer service representative and it is at their discretion to allow or decline product activation. Strictly according to the License Agreement they can reject Product Activation of OEM Licenses however as mentioned earlier OEM was extremely poorly understood in the days of Windows XP and Microsoft have became more lenient when it comes to Product Activation. They will likely ask for an OEM Product Key however.

To apply Dell OEM SLP to your VM using the custom ROM.

Add the VM15.1_DELL2.5_BIOS.440_SLIC.ROM to the VMs folder. Then right click the VMware configuration file and select Edit with Notepad ++

Add the following lines:

acpi.passthru.slic = "TRUE"
acpi.passthru.slicvendor = "TRUE"
SMBIOS.reflecthost = "TRUE"
bios440.filename = "VM15.1_DELL2.5_BIOS.440_SLIC.rom"

Then start your VM up as normal it will use the Virtual BIOS with the SLIC 1.0 included.

Connecting Hardware via USB

It is relatively easy to connect hardware to VMs by USB.

I will use the simple example of connecting to a USB Device, an Epson V33, this has modern drivers so can be ran in Windows 10 natively but we can pretend it doesn't and use the XP VM to connect to it, install the driver software for it and use it to scan an image and then copy the image to the host.

The software used above is an Epson V33 scanner which has a USB port, this has updated driver software for Windows 10 64 Bit but we will pretend it doesn’t have updated driver software and connect to it through a VM via virtualisation. I want to run Windows XP 32 Bit on a Windows 10 64 Bit host and connect to the scanner using a USB Port. This is pretty easy to do. However if you are doing this with a more sophisticated scientific instrument for instance your life may not be so simple… Software may also be on a CD/DVD drive and may require the CD to be present in an optical drive to launch the setup. The software may also have a protection USB that needs to be connected to the VM in order for the software to launch. Your hardware may also use Serial Ports. Your specialised hardware may need access to a Bootable Floppy Disc.

If I open up the Device Manager in the host and the VM. I can see the Epson scanner shows under the host.

We can select Player → Removable Devices → Epson V330 → Connect.

It now shows in the guest's Device Manager and does not display under the host's Device Manager:

We have the driver installation software on the host. So we can drag and drop the folder across or if it's in ISO format, load it via the VM Virtual Drive… It should be seamless but sometimes the drag and drop from host to VM guest or vice versa, may take a few attempts and resizing the VM can sometimes help.

The setup files will copy across:

You can now install the Windows XP driver:

Now I can use the VM to scan from the scanner:

I get the scanned image.

Now I can drag and drop it back through to the host:

I can now use all the programs on my Windows 10 PC to edit the Image or to email it etc. This was an example using a scanner but its a good demonstration. This could equally have been a very expensive scientific instrument with no modern software and an ageing PC that needs replaced with a more reliable VM.

Connecting Hardware via Serial Ports

For Serial Ports its a bit more tricky. I've found the following by plugable to be the most useful and have tested them on several legacy scientific instruments in the lab. The following are affiliate links to and No driver is required for the Windows 10 Host and these can be passed onto the Virtual Machine as Virtual Serial Ports. The Virtual Serial Port Driver will be included within VMware Tools.

Make sure your VM is powered down. Insert your USB to Serial Adapter (see recommendation above). Right click the start button and select Device Manager:


I can see the Devices listed:

USB Serial Ports

These USB to serial ports work very well with VMware player. Open VMware player. To use Serial Ports go to Player → File → Preferences…:


Select Change Settings, accept the User Account Control:


Then select Enable Virtual Printers and then select ok:


Now highlight your VM and select Edit Virtual Machine Settings:


Select Add…:


Select Serial Port and then select next:


Select Use physical serial port on the host and then select next:


Select the Serial Port you want to Add and select Finish:


Repeat for any other Serial Ports. You should see them listed. Unfortunately a Windows XP VM has COM1 on the virtual machine assigned and as a consequence has assigned Serial Port COM1 on the host to Serial Port COM2 on the guest. This should be amended. In this case COM3 is assigned as COM3 on both the host and guest:


Since these are USB to Serial Ports. Note that we want the VM to use them as Serial Ports and hence for the Host to retain them as USB Devices. Therefore the Serial Ports should be Enabled in the VM (checked) and the USB Devices shouldn't be Enabled (unchecked) in the VM.


The Device Manager should be opened in the VM:


Right click COM1 and select Properties:


Select Port Settings:


Select Advanced:


Now change the COM port number to an unused Port e.g. COM256 and select OK:


You'll need to refresh the Device Manager to make the changes:


Repeat the procedure for COM2 and assign it to COM1. Now the Host COM port designation and Guest COM port designation match which should prevent confusion moreover certain Com ports numbers may need to be designed for your legacy software to interface with the hardware correctly.


You can now control devices by plugging them into the serial/parallel ports of the host PC and by launching the legacy software in the VM in an identical manner to the USB scanner I demonstrated earlier.

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