How-To Geek

How To Run XP Mode in VirtualBox on Windows 7 (sort of)

A few weeks ago we showed you how to run XP Mode on a Windows 7 computer without Hardware Virtualization using VMware. Some of you have been asking if it can be done in Virtual Box as well. The answer is “Yes!” and here we’ll show you how.

Editor Update: Apparently there isn’t a way to activate XP Mode through VirtualBox using this method. You will however, be able to run it for 30 days. We have a new updated article on how to Install XP Mode with VirtualBox Using the VMLite Plugin.


Earlier we showed you how to run XP mode on windows 7 machines without hardware virtualization capability. Since then, a lot of you have been asking to a write up a tutorial about doing the same thing using VirtualBox.  This makes it another great way to run XP Mode if your computer does not have hardware virtualization.  Here we’ll see how to import the XP Mode from Windows 7 Professional, Enterprise, or Ultimate into VirtualBox so you can run XP in it for free.

Note: You need to have Windows 7 Professional or above to use XP Mode in this manner. In our tests we were able to get it to run on Home Premium as well, but you’ll be breaking Windows 7 licensing agreements.

Getting Started

First, download and install XP Mode (link below).  There is no need to download Virtual PC if your computer cannot run it, so just download the XP Mode from the link on the left.


Install XP mode; just follow the default prompts as usual.


Now, download and install VirtualBox 3.1.2 or higher(link below).  Install as normal, and simply follow the default prompts.


VirtualBox may notify you that your network connection will be reset during the installation.  Press Yes to continue.


During the install, you may see several popups asking you if you wish to install device drivers for USB and Network interfaces.  Simply click install, as these are needed for VirtualBox to run correctly.


Setup only took a couple minutes, and doesn’t require a reboot.


Setup XP Mode in VirtualBox:

First we need to copy the default XP Mode so VirtualBox will not affect the original copy.  Browse to C:\Program Files\Windows XP Mode, and copy the file “Windows XP Mode base.vhd”.  Paste it in another folder of your choice, such as your Documents folder.


Once you’ve copied the file, right-click on it and click Properties.


Uncheck the “Read-only” box in this dialog, and then click Ok.


Now, in VirtualBox, click New to create a new virtual machine.


Enter the name of your virtual machine, and make sure the operating system selected is Windows XP.


Choose how much memory you want to allow the virtual machine to use.  VirtualBox’ default is 192 Mb ram, but for better performance you can select 256 or 512Mb.


Now, select the hard drive for the virtual machine.  Select “Use existing hard disk”, then click the folder button to choose the XP Mode virtual drive.


In this window, click Add, and then browse to find the copy of XP Mode you previously made.



Make sure the correct virtual drive is selected, then press Select.


After selecting the VHD your screen should look like the following then click Next.


Verify the settings you made are correct. If not, you can go back and make any changes. When everything looks correct click Finish.


Setup XP Mode

Now, in VirtualBox, click start to run XP Mode.


The Windows XP in this virtual drive is not fully setup yet, so you will have to go through the setup process.


If you didn’t uncheck the “Read-only” box in the VHD properties before, you may see the following error.  If you see it, go back and check the file to makes sure it is not read-only.


When you click in the virtual machine, it will capture your mouse by default.  Simply press the right Ctrl key to release your mouse so you can go back to using Windows 7.  This will only be the case during the setup process; after the Guest Additions are installed, the mouse will seamlessly move between operating systems.


Now, accept the license agreement in XP.


Choose your correct locale and keyboard settings.


Enter a name for your virtual XP, and an administrative password.


Check the date, time, and time zone settings, and adjust them if they are incorrect.  The time and date are usually correct, but the time zone often has to be corrected.


XP will now automatically finish setting up your virtual machine, and then will automatically reboot.


After rebooting, select your automatic update settings.


You may see a prompt to check for drivers; simply press cancel, as all the drivers we need will be installed later with the Guest Additions.


Your last settings will be finalized, and finally you will see your XP desktop in VirtualBox.


Please note that XP Mode may not remain activated after importing it into VirtualBox.


When you activate it, use the key that is located at C:\Program Files\Windows XP Mode\key.txt. 

Note: During our tests we weren’t able to get the activation to go through. We are looking into the issue and will have a revised article showing the correct way to get XP Mode in VirutalBox working correctly soon. 


Now we have one final thing to install – the VirtualBox Guest Additions.  In the VirtualBox window, click “Devices” and then select “Install Guest Additions”.


This should automatically launch in XP; if it doesn’t, click Start, then My Computer, and finally double-click on the CD drive which should say VirtualBox Guest Additions.


Simply install with the normal presets.


You can select to install an experimental 3D graphics driver if you wish to try to run games in XP in VirtualBox; however, do note that this is not fully supported and is currently a test feature.


You may see a prompt informing you that the drivers have not passed Logo testing; simply press “Continue Anyway” to proceed with the installation.


When installation has completed, you will be required to reboot your virtual machine.


Now, you can move your mouse directly from Windows XP to Windows 7 without pressing Ctrl.


Integrating with Windows 7

Once your virtual machine is rebooted, you can integrate it with your Windows 7 desktop.  In the VirtualBox window, click Machine and then select “Seamless Mode”.


In Seamless mode you’ll have the XP Start menu and taskbar sit on top of your Windows 7 Start and Taskbar.


Here we see XP running on Virtual Box in Seamless Mode. We have the old XP WordPad sitting next to the new Windows 7 version of WordPad.


Another view of everything running seamlessly together on the same Windows 7 desktop.


Hover the pointer over the XP taskbar to pull up the Virtual Box menu items.


You can exit out of Seamless Mode from the VirtualBox menu or using “Ctrl+L”.


Then you go back to having it run separately on your desktop again.



Running XP Mode in a Virtual Machine is a great way to experience the feature on computers without Hardware Virtualization capabilities.

If you prefer VMware Player, then you’ll want to check out our articles on how to run XP Mode on Windows 7 machines without Hardware Virtualization, and how to create an XP Mode for Windows 7 Home Premium and Vista.

Download VirtualBox

Download XP Mode

Matthew digs up tasty bytes about Windows, Virtualization, and the cloud, and serves them up for all to enjoy!

  • Published 03/4/10

Comments (30)

  1. ScottW

    All went well with the install and so on except for the key provided. It wouldn’t take it no matter what. Advised to seek an authorized M/S representative for assistance. Run across this yet? And yes. I did enter the key correctly. Did it twice to make sure. ;-)

  2. bassmadrigal

    As much as I love virtualbox (it is the only software I use for all my virtual machines), I must admit that VMWare does a much better job of integration.

    But it has been amazing to see the changes virtualbox has gone through. I started with it prior to the 2.0 release and the changes that the program has gone through have been nothing short of amazing in my book. KUDOS to the development team.

  3. Santo

    Excellent article!!

    I have home premium in my 2nd computer and intend to follow your instructions, but you had mentioned that this will break MS license agreement. When XP mode is compatible with home premium, how can this break the license agreement?

  4. Hob

    Yeah, I tried this a few weeks ago and had an issue with activation with the key.txt. I even tried to activate it using the phone but no luck. :|

  5. Yatti420

    Thanks alot HowToGeek.. Was wondering if I could load in a VHD..

  6. clcamp0331

    30 day trial period only if installed on Windows 7 Home Premium, will not let you use activation key to use permenantly. Be warned. Would have appreciated How to Geek letting us know this first before trying it out and installing everthing, now have to uninstall all.

  7. Sandbox

    Virtualbox requires hardware virtualization to be enabled for 64 bit guests [1].
    So I guess I have to download the 32 bit version of XP Mode in order to get this running on an hardware virtualization incapable cpu. Or did I miss something?


  8. vista user

    can u do this on vista i got the vhd file by going to
    \…WindowsXPMode_en-us.exe\sources\xpm\VirtualXPVHD & also to the KEY file in the same locatin and the EULE to VXPEULE

    with 7zip and extract the VirtualXPVHD file then rename to VirtualXP.VHD to change the file type would that work on vista?

  9. vista user

    i tryed this on vista what you do is use 7zip and go to WindowsXPMode_en-us.exe\sources\xpm\VirtualXPVHD in the file (just right click and select open inside) and extract the VirtualXPVHD
    after u do that rename to VirtualXP.VHD and the rest is the same from there here is a screen shot :)

  10. Rocket

    You cannot activate it in Virtual Box. The XP Mode is a special Windows XP image. It is a “special” OEM version. Currently only VMware player, and Microsoft’s Virtual PC are able to activate this OEM version.

  11. Mysticgeek

    We are currently working on a permanent solution to the activation problem. Please bear with us while we correct our mistake.

    We apologize for any inconvenience this has caused any of you.

  12. ScottW

    @Mysticgeek: No problem. Stuff happens. Just glad it wasn’t something I missed during the install. ;-)

  13. Kofi

    Thanks so much for the help.
    The question i have is, after the 30day grace period, if i dont activate windows xp, will it stop working?

  14. Uh

    Why are you removing the Read Only flag and writing all over your XP Mode Base?? VirtualPC uses a differencing disk to only save changes made to the base. You’re destroying your XP Mode base.

  15. chukked

    very accurate and helpful article.
    can we also have an article on how to install and run multiple antivirus (avast, antivir, avg) using xp mode

  16. Trond

    Have you figured out this yet?
    “When you activate it, use the key that is located at C:\Program Files\Windows XP Mode\key.txt.

    Note: During our tests we weren’t able to get the activation to go through. We are looking into the issue and will have a revised article showing the correct way to get XP Mode in VirutalBox working correctly soon. “

  17. Matthew Guay

    @Trond – as mentioned at the opening paragraph, we discovered that you cannot actually activate XP Mode this way. Check out our new and updated article on how to use XP Mode with VirtualBox via the VMLite plugin –

  18. xot

    can u teach me how to run a game using virtualbox? i already installed the game but i cant run it in my win 7, i did everythg tat u taught and the problem is how to open the game using virtual box?

  19. Bobbix

    Don’t work for me.
    I get an error when i add the VHD device (no read only flag on the vhd or others limitations and the system has been closed normally and normally start under XP Mode).

    The error (i translate from italian message):

    In the modal windows of the error:
    Open failed for the disk path\disk.vhd
    Parent medium with UUID: ….. of the medium path\disk.vhd is not found in the media registry ….virtualbox.xml

    Codice ‘uscita:
    E_FAIL (0x80004005)
    IMedium {1d578f43-5ef1-4415-b556-7592d3ccdc8f}
    IVirtualBox {3f36e024-7fed-4f20-a02c-9158a82b44e6}

    I’ve also added manually the media in the xml file and i see the disk but with a warning and it don’t work.

    It’s a protection applied from Microsoft? I’ve Seven Professional and i want to use virtualbox on the same system (for other reasons like networking).

  20. Polaco

    I got use the “original” vhd that xp mode is installed (not only base), but it wanna active the copy of windows!!!!

  21. BULLD0G

    I am keeping the error of that only reed, i unchecked it but it stil gives me the same error. I can i solve that?


  22. dj_palindrome

    If you have a TechNet subscription from Microsoft (it goes on sale regularly) you get retail 5 keys for each OS and application suite. For a couple hundred bucks a year, it’s not cheap, but is a great investment. Then your activation problems are solved (legally).

  23. guyz92

    The Problem which makes it not able to activate is because the Product key is a SLP base key.

    Which means it need the special SLP string used to activate “OEM” copy with Microsoft SLP string.

  24. Gideon

    I Cant shut down my Read-only
    i uncheked it, but by clicking ok i got a error
    Who can help me ?

  25. Milosh

    I Cant shut down my Read-only
    i uncheked it, but by clicking ok i got a error
    Who can help me ?

    … me too please help me :S there only 2 boxex
    – Read Only
    – Hidden

    but when i uncheck readonly it says that the computer cant apply the attributes

  26. Alex

    When I Un-Check Read-Only It says access denied :( Help? Please!

  27. Steve

    To get rid of the “Access Denied”, right click the ‘Windows XP Mode base’ file and select Security, then Edit and tick all the Allow buttons!

  28. praveen

    when i tried to run the xp mode in virtual box, the mode is automatically getting shut down saying that registry is not updated. can anyone help me please

  29. denrkz

    This may be true only if your machine don’t have Hardware Virtualization capability, what if your machine have, how can this procedure be of use? or is there any other procedure to install win xp on win 7 OS?

  30. bibo

    Hei guys, here is one possible solution:
    – Get VMLite Plugin, (You only need the file pcbios.ini – it is some hard work to extract out of the installation package, i have uploaded it to my Dropbox, get it from here: )
    And then add one line to the Virtualbox Windows XP xml file Windows XP.vbox
    In the …. section, just insert this tag with a correct path information to your pcbios.bin:

    Works for me, Virtualbox 4.1.2 on Windows 7 Enterprise 64 Bit.

    But be warned: do this BEFORE you boot the first time into Virtual XP!

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