How to Get a Windows XP Download Free From Microsoft, Legally

Gavin Phillips Updated 16-03-2020

Want a free Windows XP downloaded from Microsoft? It’s possible using a virtual machine. This article explains how.


Windows XP is old, and Microsoft no longer provides official support for the venerable operating system. But despite the lack of support, Windows XP is still running on 5 percent of all computers around the globe. Why are people still using Windows XP? Mostly due to work, research, or entertainment.

Finding a copy of Windows XP isn’t easy. Finding some hardware to run it on is just as difficult. That’s why the best option is to install Windows XP in a virtual machine so you can keep it on hand at all times. Here’s how you do it!

Is Windows XP Really Available for Free?

Microsoft knows that there are good reasons to jump back into Windows XP. That’s why they supply Windows XP Mode, a full version of XP that runs within Windows 7. However, most of us have long since moved on from Windows 7, making this compatibility fix… well, a little unhelpful.

Luckily for you and me, there’s a relatively easy way to take the Windows XP Mode download and load it up in any virtual machine of your choosing. Before we begin, you need a few things:

  1. Download and install the latest version of VirtualBox.
  2. Download and install a file archive tool How to Extract Files From ZIP, RAR, 7z and Other Common Archives Were you ever faced with a .rar file and wondered how to open it? Fortunately, managing ZIP files and other compressed archives is simple with the right tools. Here is what you need to know. Read More .
  3. A copy of Windows XP Mode (see below).

Step 1: Download Windows XP Mode Virtual Hard Disk

Head to the Microsoft Windows XP Mode download page. Select Download. On the next page, select WindowsXPMode_en-us.exe, then hit Next. The Windows XP Mode executable will now download.


windows xp mode download

When it completes, don’t install it yet!

Instead, browse to the executable, then right-click and select 7-Zip > Open archive > cab from the context menu.

extract xp mode archive


This immediately opens the executable in 7-Zip for you to have a poke around. There are three files:

xp mode sources

Open Sources to reveal another three files:

xp mode internal folders


Double-click xpm. This is the XP Mode virtual hard drive folder. It should look the same as the image below:

xp mode virtual hard disk

These are the files you need to create the XP Mode virtual hard disk. Unfortunately, they’re Archive files and not executable files, meaning they’re currently Read-only.

You need to extract these files to a new folder.


Select Extract from the toolbar, then press the ellipsis icon next to the address bar. Browse to where you’d like to extract the files—your C: drive is fine—and select Make New Folder. I’ve called my folder “Windows XP Mode,” but the choice is yours. When you’re ready, press OK, then OK again to start the extraction process. This can take a minute or two.

Head to the folder you created when the extraction process completes. You’ll see the same list of files. The difference is that you can now edit these files as you see fit.

Select the file named VirtualXPVHD. Press F2 to rename. Insert a period between the “P” and the “V,” and press Enter. The file should immediately change into a virtual hard disk, and the icon to boot:

xp mode virtual hard disk gif

Step 2: Install Windows XP Mode in a Virtual Machine

Before we completed the XP Mode virtual hard disk extraction, I asked you to download and install VirtualBox. VirtualBox is a free app that allows you to run operating systems in a window.

We’re going to install the Windows XP Mode virtual hard drive in VirtualBox.

  1. Open VirtualBox. Select New. At bottom of the Create Virtual Machine window, select Expert Mode (if your window shows an option for Guided Mode, you’re already using Expert Mode). Now, give your virtual machine a suitable name. If you include “XP” in the virtual machine name, the Version will automatically change to reflect that. Even so, double-check the Version is Windows XP (32-bit).
    virtualbox select operating system
  2. Assign the virtual machine some memory. Memory is a shared resource, meaning both the host (your PC) and the guest (the virtual machine) use it concurrently. Luckily, Windows XP is old and doesn’t require buckets of RAM to run. I would advise assigning a minimum of 512 MB (but you won’t need more than 2048 MB).
    virtualbox select memory
  3. Finally, we need to assign a hard disk—the virtual hard disk we extracted from the Windows XP Mode executable earlier. Under Hard disk, select Use an existing virtual hard disk file. Then, hit the folder with the green arrow. Browse to the folder we extracted our files to, select VirtualXP, then Open.
    virtualbox select hard disk

When you’re done, your new virtual machine setup should look like this:

virtualbox create virtual machine

Okay? Hit Create.

Step 3: Windows XP Mode Disk Settings

Before you boot up your shiny new Windows XP virtual machine, you need to tweak a few settings.

On the VirtualBox toolbar, press Settings. Head to System. Look at the Boot Order. Uncheck Floppy, and move it down the list. Promote Hard Disk to the top of the pile. Just like your host PC, the virtual machine has a specific boot order. You need the virtual hard disk at the top of the list, so it boots first:

xp mode boot settings

Under Display, increase Video Memory to 128 MB:

xp mode video memory

Windows XP Virtual Machine Network Settings

Next, check the Windows XP virtual machine network settings. Older versions of VirtualBox required a more manual approach to network configuration. The software is smarter these days (read: automated) and usually picks up your network settings without prompt.

For instance, my Windows XP Mode virtual machine works using the default configuration: using NAT, the VirtualBox-specific adapter, and ensuring Cable Connected is checked.

xp mode adapter settings

However, if it doesn’t work (and you’ll realize the good or bad news in a moment when you fire up the virtual machine), you can try an alternative configuration.

  1. Set Attached to: Host-only Adapter
  2. Set Name: VirtualBox Host-Only Ethernet Adapter
  3. Set Promiscuous Mode: Deny
  4. Check Cable connected

Using the Start Menu search bar, type “network,” and select the Network and Sharing Centre. In the left-hand column, select Change adapter settings. Hold CTRL and select both your Ethernet/wireless card and the VirtualBox Host-Only Network. Then, right-click and select Bridge Connection.

bridge network connection

“Combining” the adapters creates a network bridge, allowing the virtual machine to connect to a network even though it doesn’t have direct access to the router (or alternative switch):

network bridge

When you enter the virtual machine, you’ll have to update your network adapter settings:

  1. Head to Control Panel > Network and internet Connections > Network Connections.
  2. Then, right-click the Local Area Connection, and select Properties. Highlight Internet Protocol (TCP/IP), then select Properties.
  3. Select Use the following IP address, and enter an available IP address for your home network. For instance, I will enter Enter your Subnet mask and Default gateway.
  4. Unsure what they are? On your host machine, press Windows Key + R, then type CMD, and hit Enter. Now, type ipconfig /all. You’ll find the information you need listed under your Ethernet or wireless adapter name.
  5. Enter the same DNS server addresses as the host. I use Google DNS, so I’ll enter and
  6. Hit OK.

windows xp tcp/ip settings

Step 4: Run the Windows XP Virtual Machine

You extracted the virtual hard disk. You created a virtual machine, fiddled with the settings, and now you’re ready to hit the power switch.

Highlight your Windows XP Mode virtual machine on the main VirtualBox window. Double-click it and wait for Windows XP to burst into life:

windows xp boot virtual machine

Looks like you made it!

There is a strong possibility that your mouse will not immediately work with the Windows XP Mode virtual machine. Navigate the operating system installation pages using the Tab key, arrow keys, Spacebar, and Enter key.

Complete the installation. You’ll arrive at a completely black screen. Don’t worry! Press Right Ctrl + R to restart the virtual machine.

When it reboots, you can Cancel the New Hardware Installation and Microsoft Automatic Update wizards. Instead, head to Devices > Install Guest Additions CD Image. The VirtualBox Guest Additions CD Image adds some handy functionality to VirtualBox VirtualBox's Guest Additions: What They Are and How to Install Them What are Guest Additions in VirtualBox? Here are the benefits of adding Guest Additions to VirtualBox and how to install them. Read More , including custom resolutions and mouse options. Use the default installation location and wait for the setup to complete:

xp mode guest additions

You might encounter warnings that you are attempting to install unsupported software and/or drivers. Select Continue Anyway. Once the Guest Additions installation completes, select Reboot now.

xp mode guest addition install

(If it fails to reboot, restart the virtual machine again.)

And there you have it. A working, fully-featured Windows XP installation to call your own.

What About Windows XP Product Keys?

The Windows XP Mode virtual machine has a temporary license that expires after 30 days.

If you have an old Windows XP license Everything You Should Know About Windows Product Keys 25 characters govern your Windows system. Your product key is worth $100 or more, whether or not you upgraded to Windows 10. We explain what you can and can't do with your Windows license. Read More , dig it out and enter it to try to keep the virtual machine alive. I say “try” because the Windows XP activation servers are long offline, but you can try a phone activation.

If you are feeling devious, you could try the old Windows activation loop, whereby you reset the trial license back to its original 30-day counter. However, I haven’t tried that using the Windows XP Mode virtual machine, so you will have to conduct a private experiment.

But the easier solution is to create a snapshot of the Windows XP Mode virtual machine straight after installation. Then, when the license expires, you can revert to your fresh snapshot (but you’ll lose all the data on the virtual machine, so bear that in mind).

Without snapshots, you’ll have to keep reinstalling the Windows XP Mode virtual machine.

Windows XP Is Not Secure

Note that just because you have Windows XP working doesn’t mean you should use it! Windows XP is no longer suitable as a primary operating system How to Tweak Windows XP and Stop Worrying About the Apocalypse Are you forced to stay with Windows XP? Using an unsupported operating system is risky, but don't despair! We show you how you can carry on running Windows XP, if you must. Read More because of the security risks. If you are still running Windows XP on your home computer or laptop, you should consider upgrading to a modern operating system. Here’s how you upgrade from Windows XP to Windows 10 How to Upgrade From Windows XP to Windows 7 or 10 If you're still running Windows XP, it's high time to upgrade! Whether you want to move to Windows 10 or Windows 7, the process is mostly the same. We explain it step by step. Read More .

Related topics: Freebies, Operating Systems, Virtual Machine, Windows Tips, Windows XP.

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  1. Kenzie
    July 12, 2020 at 3:01 pm

    Failed to open a session for the virtual machine windows xp.

    Failed to open image 'D:\xp mode\VirtualXP.VHD' for writing due to wrong permissions (VERR_VD_IMAGE_READ_ONLY).

    PIIX3 cannot attach drive to the Primary Master (VERR_VD_IMAGE_READ_ONLY).

    Result Code: E_FAIL (0x80004005)
    Component: ConsoleWrap
    Interface: IConsole {872da645-4a9b-1727-bee2-5585105b9eed}

    Any help please???

  2. Sergey
    April 29, 2020 at 10:42 am

    What is described in the article IS NOT LEGAL—even for the first 30 days—as Windows XP Mode is only licensed as part of a Windows 7 Professional/Ultimate/Enterprise license.

    So you must run Windows XP Mode inside Windows 7 Professional (full retail version, $299.99 on Amazon) inside Windows 10/macOS/Linux. Here's a detailed guide on installing Windows XP Mode from Windows 7 Professional:

    Alternatively, you can buy a new retail version of Windows XP (if you manage to find one) and install it inside VirtualBox as described in the article. As of November 2019, phone activation is still possible via a method described in

  3. Aglarond
    April 2, 2020 at 12:30 am

    yes! thanks! works great even on VMware (I just had to convert that VHD file to VMDK - VirtualBox itself can convert it) I was even able to play my old NFS Porsche Unleashed on it.

  4. Ray
    February 4, 2020 at 9:10 am

    What does it mean to "create a snapshot of the Windows XP Mode"?
    Anyone know how to do that?

    Also, has anyone tried Mike's registry hack method of December 9, 2018?

    Any help would be greatly appreciated.
    Thanks, Ray

  5. NodeFive
    December 6, 2019 at 4:37 pm

    It was too good to be true... THIS IS NOT LEGAL. After 30 days you are breaking the law, and MS can break your wallet for it. READ THE EULA:

    Mandatory Activation. **The license rights** (that is, the use of WinXP is...) granted under this EULA are limited to the first thirty (30) days after you first install the Product (So this give one ONLY 30 LEGAL days of use, then you are a criminal, I suppose) unless you supply information required to activate your licensed copy in the manner described during the setup sequence of the Product. You can activate the Product through the use of the Internet or telephone; toll charges may apply. You may also need to reactivate the Product if you modify your computer hardware or alter the Product. There are technological measures in this Product that are designed to prevent unlicensed or illegal use of the Product. You agree that we may use those measures.

  6. Michael
    October 3, 2019 at 4:45 am

    Please help.
    I received message:"FATAL: Could not read from the boot medium! System halted "
    Also "You have the Auto capture keyboard option turned on. This will cause the Virtual Machine to automatically capture the keyboard.
    Thank you.

  7. Rick
    September 23, 2019 at 6:22 pm

    This is the first internet procedure that I have ever tried on the internet, that the things mentioned in the article actually existed on the software, and worked. Great job!

  8. JD
    September 14, 2019 at 9:21 am

    Worked on Windows 10.
    Thanks man, you made my day.

  9. guy
    August 28, 2019 at 8:36 am

    This is supposed to be easy?

  10. Blaze
    August 18, 2019 at 8:27 am

    Will this work on Windows 10?

  11. Bill Meacham
    July 18, 2019 at 9:50 pm

    Success. Thanks. Now I have my .VHD and a bunch of other files in C:\Users\Bill\VirtualBox VMs\XP Mode. Is it safe to delete the other files?

  12. RECON
    July 2, 2019 at 1:17 am

    Thanks guy.. I just had to leave a comment. I had only one stupid tank sim game I could not get to work from Win 95. I used your tutorial after going through many othere (just to get the virtual machine installed) I did have to try many times your tutorial- but in the end it worked.. I got a version of XP up and running on my Win 10. However I could never get anything copied from my Win 10 and paste it into the virtual XP. Until I just clicked several things like (share this) ect. I knew I had it when I created a blank txt on Win 10 desktop and copied it and (Yes) it pasted into the virtual XP. I then copied the stupid game (IM1A2 ABRAMS) Tank folder install into it and it pasted and it installed and everything. I got just what I hoped.. a terrible graphic game that means nothing at all - but at least with your help I can sleep tonite-- thanX

  13. Brad
    June 10, 2019 at 2:26 pm

    Having trouble connecting it to my CD/DVD drive. I've looked at a couple different sites with explanations, both saying the same thing (virtual box manager -> R click -> settings -> storage -> 'add new CD/DVD') but the option isn't there for me. Wondering if anyone knows a solution to this.

  14. Eip
    June 9, 2019 at 8:21 pm

    Wow! It worked!


  15. spud
    June 9, 2019 at 6:35 pm

    I get to the part where you start the machine and then it just goes in to a loop and restarts over and over again. It never reaches the blue screen in step 4. There's a popup for a second that says something about a password and then it just restarts.

  16. Zayd
    February 2, 2019 at 3:27 pm

    Will this be breaching the EULA in the installation for not having Windows 7 Pro, Ultimate or Enterprise; I'm running Windows 10 Pro which would be equivalent to Win7 Pro or Ultimate

  17. Tomer
    January 24, 2019 at 2:30 am

    Hi, I got stuck at step 3 - I don't see a virtual box host only network under Network Connections. Where am I going wrong?

  18. Mike
    December 9, 2018 at 10:51 am

    Re XP license - you can do better than re-looping 30 days or snapshot.

    Go to regedit and set as OEM by:
    (If you can't get into XP because of the activation issue, restart in safe mode (f8 on startup))

    1.Click on the Start button in Windows
    2. Now open the Run dialogue box
    3. Type “Regedit” and hit Enter
    4. Once the registry editor pops up, expand the HKEY_LOCAL_MACHINE entry
    5. Open SOFTWARE > Microsoft > Windows NT > CurrentVersion > WPAEvents located under HKEY_LOCAL_MACHINE
    6. Once you’ve opened the WPAEvents registry entry, you will see the OOBETimer in the right panel
    7. Double-click OOBETimer to change its value
    8. Highlight all values and delete them
    9. Enter the new value:
    FF D5 71 D6 8B 6A 8D 6F D5 33 93 FD
    10. Click OK
    11. Now right-click on WPAEvents and click on Permissions
    12. Once the Permissions window appears, click on the SYSTEM tab and click “Deny Full Control“
    13. Now click OK, followed by YES on the next screen, and exit the registry editor
    14. Restart

    You will likely be told you need to activate, but when you try (via telephone option) it will tell you its already activated - you'll then be stuck in a loop. To avoid this, restart in safe mode (f8 on startup) and then once in XP follow the below:

    1. Click on the Start button in Windows
    2. Now open the Run dialogue box
    3. Type rundll32.exe syssetup,SetupOobeBnk and click OK
    4. Restart

    Should be all good now..

    • NodeFive
      December 6, 2019 at 4:42 pm

      This is called "cracking". Also Illegal!

  19. Bhaskar Bhattacharya
    October 16, 2018 at 6:23 pm

    How do you undo all the operations? I think a lot of files are still leftover even after I remove the Windows XP virtual machine in VirtualBox.

  20. Jake
    September 20, 2018 at 6:17 am

    I can't connect to the internet. When I followed to TCP/IP step on my VM I get this message: The static IP address that was just configured is already in us on the network. Please reconfigure a different IP address.

    • Jake
      September 20, 2018 at 6:18 am

      already in "use" on the network

  21. Jon
    September 15, 2018 at 8:13 pm

    Do you leave the Optical Drive empty??

    You didn't mention .iso or optical drive once in this article.

    • Gavin
      September 15, 2018 at 11:02 pm

      No. You convert the virtual hard drive. There is no iso or optical drive.

  22. SamG
    August 31, 2018 at 1:37 pm

    XP? I've legal copies of operating systems back to and including Windows 95. One laptop with XP. Which most software still supports. Windows XP? Because AMD bought ATI and they and Windows 7 dropped support for my 4 ATI TV Tuners. Which can be used to record outside audio or video. Such as cassette tapes and VCR tapes. And convert to other file formats. So XP is still useful here.