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Creating a new Windows 7 or 8 virtual machine from an upgrade disk (1026670)

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  • You are unable to activate Windows 7 or 8.
  • The product key does not work after installation.
  • You see an error about an invalid product key.
  • You are unable to upgrade a Windows XP virtual machine to Windows 8 due to an incompatible SCSI controller warning.


When you are unable to upgrade directly from Windows XP to Windows 7 or Windows 8, it is easier to create a new virtual machine and migrate the data as needed, rather than reformatting your virtual machine and moving the data to a new folder.

This article provides steps to create a new Windows 7 or Windows 8 virtual machine using the Windows 7 or Windows 8 upgrade disk and product key.

This is a legal method, assuming you already own a Windows license. For more information, see these Microsoft blog posts:
Note: The preceding links were correct as of Nov 6, 2014. If you find a link is broken, provide feedback and a VMware employee will update the link.


To create a new virtual machine from the Windows 7 or Windows 8 upgrade disk:

  1. Create a new virtual machine using Windows Easy Install. Ensure that you do not enter the product key on the Easy Install screen. For more information, see Installing Windows in a virtual machine using VMware Fusion Easy Install (1011677).

    Note: Ensure that you select the correct version of Windows 7 or Windows 8 that you purchased, for example 32-bit or 64-bit, from the drop down at the bottom. If you do not select the correct version, you cannot activate Windows.

    Once the installation completes, Windows 7 or Windows 8 is installed in trial mode and must be activated within 30 days.

  2. Perform an in-place upgrade of Windows 7 or Windows 8:

    1. After installing Windows 7 or Windows 8, leave the installation disk in the drive.
    2. Go to Start > Computer.
    3. Double-click DVD-RW Drive (D:).
    4. Double-click Setup.
    5. Click Yes at the UAC Prompt.
    6. Click Install Now.
    7. Click Go online to get the latest updates for installation (recommended).
    8. Select I accept the license terms, then click Next.
    9. Click Upgrade.
    10. When the installation is complete, enter your upgrade key.
    11. When you log in for the first time, install VMware Tools by going to Virtual Machine > Install VMware Tools.
    12. After the VMware Tools installation completes, restart the virtual machine.

Additional Information

For more information, see the Microsoft articles Upgrading from Windows XP to Windows 7 and Upgrade to Windows 8.

Note: The preceding link was correct as of September 6, 2013. If you find the link is broken, provide feedback and a VMware employee will update the link.


cannot-install-windows-7 install-upgrade-does-not-start install-windows-7 retry-upgrade upgrade-fails windows-7

See Also

Update History

09/06/2013 - Added Fusion 6.x, Workstation 10.x (Windows & Linux) and Player 6.x (Windows and Linux) to Product Versions. 09/03/2014: Updated for Fusion 7.x 02/12/2014 - Updated for Workstation 11.x 02/12/2014 - Updated for Player 7.x

Request a Product Feature

To request a new product feature or to provide feedback on a VMware product, please visit the Request a Product Feature page.


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