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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.)

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

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.

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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...

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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.

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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

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Not possible.

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

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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
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up vote 0 down vote accepted

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.


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

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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.

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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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