I am trying to get a Virtual Instance of Windows 2008 R2 running from my laptop. My laptop has a 64-bit processor and is running 32-bit Windows XP. I have hardware DEP and hardware virtualization (though I don't really know what these mean).

I tried Virtual PC but it cannot run a 64-bit guest OS. I tried the free VMWare Server, but it does not work from Windows XP. (I tried several different install configurations before giving up on that one).

So I am down to Hyper V Server. Can it run on a 64-bit processor that has a host OS that is 32-bit? Is there a way to get a virtual instance of Windows 2008 R2 (on Windows XP) in a different way? (Preferably free or using Microsoft Products.)

  • Why do you need 2008 R2 on your laptop? Could you just install it? – dmo May 21 '09 at 4:53

Well for a start HyperV is a server 2008 role, and so will not run on XP at all. The bare metal version still becomes the core OS, and isn't hosted by a guest OS.

VMWare workstation will host 64bit guests on a 32bit OS though.


As JP has said you can't have a 64-bit guest OS running on top of a 32-bit host OS with Hyper-V, however this blog post seems to suggest that it is possible using VMWare.

One suggestion if you really want to get a Hyper-V Server is perhaps to go the ther way, ie. setup Hyper-V Server as your host and then create a VM with Windows XP.

Edit: As this post suggests (in the title only) using another machine or dual-booting may be your only options, after all testing a Virtaul Machine 'Server' inside another Virtual Machine does sound a bit odd...


Hyper-V is either a Windows 2008 role, or available standalone (I think of it as Hyper-V Core). It's an operating system in its own right, and will not run on top of Windows XP.

Microsoft's virtualization products (Virtual PC, Virtual Server and Hyper-V) don't currently support running 64-bit guests on a 32-bit host, although certain editions of VMWare software do.

In short: you're out of luck.


i can confirm that if

  • you have a compaq elitebook 8730w (intel centrino duo 2 vpro)
  • turn on virtualization technology on in the BIOS
  • run windows xp (32bit) as your OS

you can run windows server 2008 64bit as a guest OS, using VMWare workstation 7.0.0 build-203739

i have done this so i can run sharepoint 2010 beta on my company laptop for hosting the corporate intranet and extranet (only kidding, for demos!)

Virtual PC will not work! Hyper-v is useless to me...

tristian o'brien


Not possible.

  • Not a true statement. – tomfanning Jul 17 '09 at 12:48

Hyper-V is Windows 2008 server feature only and there is no 32-bit version of 2008 server so you won't be able to do what you want.

  • True that there is no 32 bit version of Windows Server 2008 R2 (though there is one for the plain Windows Server 2008). Either way, I am talking about the Hyper V Server, which is a separate product from Microsoft. – Vaccano May 21 '09 at 4:05

I was able to get a server working on XP 32 bit.

I downloaded and installed VMWare Server Version 1 (Version 2 would not work on XP for me).

I then installed Windows Server 2008 R2 RC x64 as a guest os (I had to tell VWMWare Server that it was going to be a Windows Server 2003 x64)

It seems to be working just fine.



I also found Microsoft Virtual Server 2005 R2 SP1 (with the update) that will run Windows Server 2008.


No. They hypervisor that runs the guest OS runs on top of the host OS. You can't have a 64-bit guest OS running on top of a 32-bit host OS.

  • 2
    Reading links like this makes me think that it is possible in theory at least (this link is for VMWare Server 1) communities.vmware.com/thread/149794 – Vaccano May 21 '09 at 4:04
  • +1 @Vaccano, I am running both 64 and 32bit OSs on a VMWare server – bendewey May 21 '09 at 5:17
  • I am sure VMware can do this, I assume Hyper-V can too. – kbyrd Jun 17 '09 at 12:46
  • This answer is just plain wrong! – tomfanning Jul 17 '09 at 12:47
  • It's right, but only from a certain point of view. Type I hypervisors are the host OS. If the hypervisor was 32-bit then you couldn't run 64-bit guest OS. If you install anything with a bypervisor, like VMWare Server, then your former host OS is now the management OS for the hypervisor, not truly a host any more. – Richard Gadsden Sep 10 '09 at 14:44

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