In a recent series of articles culminating with Make
USB devices accessible to a Windows XP virtual machine
, I showed you how to
create a Windows XP virtual machine in Windows 8 using the built-in Client
Hyper-V tool. I’ve received quite a few emails about that series and several
people have asked about the possibility of converting their existing Windows XP
installation into a virtual machine. I’ve also had several people ask me about
the possibility of running Windows XP from a VHD in a dual-boot configuration
similar to the one that I showed you in the article Install
Windows 8.1 Preview in a dual-boot configuration using a VHD

Unfortunately, Windows XP was created way before native
booting from VHDs was commonplace and as such, the operating system is
incapable of booting from from a standalone VHD. However, the technology does
exist for taking a physical Windows XP system and converting it into a virtual
machine. In fact, there are products from Microsoft and other mainstream
vendors that will allow you to perform such an operation with relative ease.

I have recently been investigating converting Windows XP
into a virtual machine using VMware’s free
products vCenter Converter Standalone and VMware Player and have been
thoroughly impressed with both the process and the results. Using the vCenter
Converter, I converted a live Windows XP system into a set of virtual machine
files. I then copied those files over to a Windows 8 system and used VMware
Player to run a fully functional Windows XP virtual machine.

In this article, I’ll show you how to use these VMware
products to convert your existing Windows XP system into a virtual machine and
then run it in Windows 8. As I do, I’ll walk you step-by-step through the
entire operation. Along the way, I’ll point out some problems that I encountered
and show you how to work through them.

article is also available as a TechRepublic Screenshot Gallery.

Understanding the licensing

As you may have guessed, when moving an operating system
from one computer to another, you need to be concerned with licensing issues.
So, before you can begin this procedure, there are a few caveats that you need
to be aware of.

When you download the vCenter Converter or the VMware
Player, you’ll need to fill out a registration form and agree to a EULA, which
includes the following sections pertaining to operating systems:

  • 1.3 “Guest Operating
    Systems” means instances of third-party operating systems licensed by
    You, installed in a Virtual Machine, and run using the Software.
  • 3.4 Guest Operating
    Systems. Certain Software allows Guest Operating Systems and application
    programs to run on a computer system. You acknowledge that You are
    responsible for obtaining and complying with any licenses necessary to
    operate any such third-party software.

In other words, it’s up to you to determine whether you have
proper licensing to simultaneously run more than one copy of Windows XP using a
Volume License Key or whether you have the proper licensing to transfer Windows
XP from one system to another. Keep in mind that you can only transfer a Retail
license that you acquired by purchasing a Windows XP disc, not an OEM license
that you acquired by purchasing a computer with Windows XP preinstalled. (An
OEM license is specifically tied to that computer.)

You can investigate a PDF version of the Windows
XP Professional license agreement (EULA)
found on Microsoft’s Download page, which includes the following sections
pertaining use and transfer:

  • Section 1 – Grant of
    License, You may install, use, access, display and run one copy of the
    Product on a single computer, such as a workstation, terminal or other
    device (“Workstation Computer”).
  • Section 4 – Transfer, You
    may move the Product to a different Workstation Computer. After the
    transfer, you must completely remove the Product from the former
    Workstation Computer.

In some cases, when you transfer a Windows XP Retail license
to another computer, Product Activation prompts you to call Microsoft for
validation. In other cases, you can simply activate online.

Begin with a backup

Even though converting your Windows XP system with vCenter
Converter is a completely safe operation, you’ll want to make sure that you
have a full backup or a disk image of your Windows XP system before you start.
That way if something does go wrong, you can restore your Windows XP system and
get right back to work.

You can use Windows XP’s Backup Utility or a third-party
disk imaging tool. To create a disk image of my Windows XP test system, I used Macrium
Reflect Free Edition
, which you
can download from the CNET site.

Just to be on
the safe side, you may also want to back up all your data on CD/DVD or on an
external hard disk. While it may sound like overkill, having an extra backup of
your data will give you peace of mind.

Getting and installing the VMware tools

Once you have
backed up your Windows XP system, you can go to VMware’s Products page and
download the latest version (5.1) of the vCenter Converter Standalone. You can then download the latest version (4.0) of the VMware Player on your Windows
8 system. Both the converter and
the Player are free to use in a non commercial environment.

As I mentioned,
for my example I’ll be using two computers: One, running Windows XP and one
running Windows 8. Installation of both products was a breeze. You can install
vCenter Converter on Windows XP using the installation wizard shown in Figure A.

Figure A

Installing vCenter Converter is a simple process using the installation

Once the installation is complete, you can immediately
launch vCenter Converter. While the conversion is under way, you can go to the
Windows 8 system and install the VMware Player using its installation wizard,
shown in Figure B.

Figure B

While your Windows XP system is being converted, you can install the VMware

Keep in mind
that you cannot install VMware Player on a Windows 8 system that is running
Client Hyper-V. If you happen to have Client Hyper-V installed on your Windows
8 system, you’ll need to disable it by opening an Administrator Command Prompt
and using the command:


You’ll then need
to reboot. You can then install VMware Player.

If you want to
use Client Hyper-V in the future, you’ll use the following command to re-enable


You’ll then
need to reboot.

Converting your Windows XP system

Converting your Windows XP system into a virtual machine is
essentially a four-step operation. When you launch the vCenter Converter, you’ll see the Welcome screen and can begin
the conversion procedure by clicking the Convert Machine button on the toolbar
or by clicking the icon on the screen, as shown in Figure C.

Figure C

You begin the conversion procedure from the Welcome screen.

Once the Conversion wizard launches, you’ll be prompted to
specify the source for the virtual machine. From the Select source type drop-down
menu, choose Powered-on machine. Then, select the This local machine radio button, as shown in Figure D. To continue, click the Next button.

Figure D

The first order of business is identifying the source machine.

On the next screen, you’ll specify the destination for the
virtual machine files, as shown in Figure
E. From the Select destination type drop-down menu, choose VMware
Workstation or other VMware virtual machine. From the Select VMware product
drop-down menu, choose VMware Player 4.0.x. Then, in the Name text box, provide
a name for your virtual machine. Finally, click the Browse button adjacent to
the Select a location for the virtual machine text box and specify a folder or
drive, such as an external device or a network, on which to save the virtual
machine files.

Figure E

You then specify the destination for the virtual machine files.

When you get to the options screen, you’ll see a list of
settings that the Conversion wizard will use to create your Windows XP virtual
machine. If you see yellow exclamation icons next to any of the settings, you’ll
want to investigate. Otherwise, you can leave the majority of the settings in
the default configuration. As you can see in Figure F, my example system is showing that the Memory, Advanced
options, and Customize the Guest OS settings may need adjustments.

Figure F

Yellow exclamation icons identify settings that may need adjustments.

When I click Edit in the Devices section, the Conversion
wizard indicates that the memory allocated for the virtual machine is less than
what is in the actual physical machine, as shown in Figure G. That’s because the Conversion wizard assumes that the virtual
machine will be running on the physical machine and purposely reduces the
amount of memory so that both host and virtual machine can run on this
particular system. In this case, my physical Windows XP system has 2GB of
memory, so the Conversion wizard drops the amount of memory allocated to the
virtual machine down to 1840MB. However, since I’ll be running this virtual
machine on my Windows 8 system, which has 8GB of memory, I’ll adjust the memory
back up to 2GB.

Figure G

The conversion wizard will adjust the amount of memory to accommodate.

You’ll have to adjust your memory setting according to your
system. However, keep in mind that you can also adjust memory allocation in the
VMware Player.

Now, even though there isn’t a yellow exclamation icon next
to the Networks section, you’ll want to make an adjustment there as well. As
you can see in Figure H, you’ll want
to change the Connection Type setting from Bridged to NAT in order to configure
the virtual machine to share the host system’s IP address.

Figure H

You’ll want to configure the Networks section to use NAT connection type.

When you select Advanced options, you’ll see a warning
message at the top of the screen, as shown in Figure I, which indicates Conversion wizard is unable to locate the
Sysprep files. You can ignore that message because those files aren’t needed
for this type of conversion. However, you should select the Post-conversion tab
and then select the Install VMware Tools check box. Installing the VMware Tools
will boost performance and add extra features to the virtual machine. For
example, graphics performance will be improved, you’ll be able to move the
mouse between the virtual and host machines without special keystrokes, and
copy and paste operations between virtual and host machines will be enabled.

Figure I

Make sure that you select the Install VMware Tools check box.

When you get to the Summary screen, shown in Figure J, you can look over all the
settings that the conversion wizard will use to create your Windows XP virtual
machine. To begin the actual conversion, click Finish.

Figure J

The Summary screen shows all the settings that will be applied to the
virtual machine.

Keep in mind that the conversion operation, shown at 50% in Figure K, can take an hour or more
depending on the size of your hard disk. As such, while the conversion
operation is under way, you should go to your Windows 8 system and install the
VMware Player.

Figure K

The actual conversion procedure can take an hour or more.

Using the VMware Player

When the conversion operation is complete, you can transfer
the virtual machine files to your Windows 8 system. In my example, I connected
the external drive to my Windows 8 system and copied the XP-VM folder, which
contained two files, to the root directory. In my case, the two files were the
virtual machine file Helios-VM.vmdk and virtual disk file Helios-VM.vmx, and
they weighed in at about 90.2GB and took a little over an hour to copy to the
hard disk.

Once the copy operation is complete, you can launch the
VMware Player. When you see the Welcome to VMware Player screen, select the
Open a Virtual Machine command, as shown in Figure L.

Figure L

Select the Open a Virtual Machine command to get started.

Then, locate and select your virtual machine. As soon as you
do so, you’ll see your virtual machine in a powered-off state, as shown in Figure M. To get started, just click
the Play virtual machine command.

Figure M

To get started, click the Play virtual machine command.

The first time you launch VMware Player, you may encounter
warning messages about devices or drives that were part of your old physical
system that are not part of your new system. For example, Figure N shows a warning message about a parallel port. To prevent VMware
Player from displaying the warning every time you launch the virtual machine,
just click No.

Figure N

VMware Player will display warning messages about devices or drives that
were part of your old physical system that are not part of your new system.

You’ll then be prompted to download and install VMware Tools
(Figure O). As I mentioned, these
tools will provide you with all sorts of features that will make running your
Windows XP installation as a virtual machine much more convenient. So go ahead click
the Download and Install button.

Figure O

You should install the VMware Tools.

When you’re done, you’ll have Windows XP running in VMware
Player inside Windows 8, as shown in Figure

Figure P

Having Windows XP running in VMware Player inside Windows 8 is quite handy.

Dealing with existing issues in Windows XP

Dealing with existing issues in Windows XP

To thoroughly test the conversion procedure, I converted
several of my Windows XP test systems into virtual machines. While the majority
went very smooth, I did encounter a painstaking issue with one of my Windows XP
systems and it took me quite a while to find a solution. In a nutshell, the
conversion procedure failed at 96% and displayed the following message, as
shown in Figure Q.

FAILED: Unable to find the system volume, reconfiguration is
not possible.

Figure Q

It took some time to root out the cause of this error.

It turned out that I have previously installed Windows 8 in
a dual-boot configuration on this particular Windows XP test system. And even
though I had removed the dual-boot configuration, Windows 8 had left its Boot
Manager file and folder behind. Because the Boot folder and the Bootmgr file
had the Hidden and System attributes enabled, I didn’t know that they were
there, but the Conversion wizard, expecting to find only Windows XP’s Boot
Loader (NTLDR) aborted the conversion procedure when it also found Windows 8’s
Boot Manager.

The solution was twofold: First I had to delete the Boot
folder and the Bootmgr file. Second I had to rebuild the Master Boot Record and
recreate the Boot.ini file.

To delete the Boot folder and the Bootmgr file, I had to
boot into Safe
, log in as Administrator, take ownership of the Boot
folder and the Bootmgr file, and assign Full Control permissions to the
Administrator account. Then, I could simply delete the Boot folder and the
Bootmgr file from Windows Explorer.

To rebuild the Master Boot Record and recreate the Boot.ini
file, I had to boot from the Windows XP CD and launch the Recovery
with the Administrator account. Once in the Recovery Console, I
used the FixMBR
command to rebuild the Master Boot Record. I then used the Bootcfg
command to recreate the Boot.ini file.

If you encounter this problem and need further assistance,
just drop a note in the Discussion area.

What your take?

Will you use this technique to virtualize your Windows XP
system? Have you used VMware vCenter Converter or VMware Player before? As
always, if you have comments or information to share about this topic, please
take a moment to drop by the Discussion area and let us hear from you.