Virtualbox: Windows 8 and the error 0x000005D

I tried to install Windows 8 (Preview Release) inside Virtualbox 4.1.16. Everything went well .... at the beginning:
and then:
After pressing start i got:
Wow, this was easy. But then i got:
"Your PC needs to be repaired
This operating system uses the Physical Address Extension feature to support systems with more than 4 GB of RAM. You'll need to use a PC with a compatible processor to run the operating system"
OK. After checking the processor settings i found:

No PAE enabled. This corresponds to the error message. But after enabling PAE/NX:

Error Code: 0x0000005D
Some hints talk about NX or SSE2. But NX is enabled (together with PAE) and SSE2 is supported by nearly every processor.
But there are many posts out there with the same problem: answers.microsoft.com
In my opinion there is one processor check implemented by microsoft, which is to strict...
I searched for a list of supported processors for windows 8, but i found nothing.

Any comments?

You can find a list of unsupported processors here (look at the comments..).


  1. Does your processor support hardware virtualization? Last time I checked, VirtualBox require it to support NX in VMs.

  2. Does your processor support hardware virtualization? Last time I checked, VirtualBox require it to support NX in VMs.

  3. bei mich selbe problem...


  4. Enabling VT-x in the BIOS of the host machine resolved the issue for me.

  5. just give the vm 2 cores instead of just one

    1. Premio, hay que poner dos cores en el procesador.

    2. THANKS! This work for me.

      (Hay que ponerle dos cores al procesador...)

  6. I had the same problem on a Thinkpad T400 running XP 32Bit.
    You have to enable VT-x and VT-d in BIOS.
    After saving these settings, you have to power off your computer for this change to take effect.
    Finally you have to enable PAE/NX, VT-x and Nested Paging in Virtual Box.


    1. i'm also using a ThinkPad T400.
      However, I'm unable to make the 0x000005D error go away, even though I turned on VT-x, VT-d in bios (with power down), and PAE/NX, VT-x and Nested Paging in Virtual Box.
      any ideas?

  7. I had the same problem. I solved it by changing the "virtualization option" in my BIOS. "This specifies whether a virtual machine monitor (vmm) can utilize additional hardware capabilities." I guess this is the same as VT-X.

  8. i had the same problems, both the blue recovary screen, and the error: 0x000005D, i went into my bios enabled visualization , and also went into virtual box settings and made the vm 2 cores and this solved my problem. thanks for the help

  9. funny thing .... i have when i use linux as host ... but when i use win xp as host i dont have it and the vm runs just normal

    so this cant be an issue of a bios setting or am i mistaken?

  10. Windows 8 ist blöd...

  11. You need to use the "Windows 8 (64-bit)" profile in VirtualBox... even if you are going to run the 32bits version, since Virtualbox does not correctly set the NX bit.

  12. You need to go to: Settings->System->Processor put 2 and enable "Enable PAE/NX". change ram to 1024

  13. Using a Lenovo ThinkPad. I initially had the memory data execution bit enabled. It did not work. I disabled it and it did not work. I enabled it again and also disabled and enabled >System->Processor->PAE, NX setting in Virtual Box and It worked for me!

  14. For me installing the current pae-kernel finally solved the problem (same kernel-revision, but with trailing '-pae')
    (Guest: Vbox 4.2.4 on Linux mint 13, kernel 3.2.0-34-generic-pae, Apple MacMini early 2006 CoreDuo 32Bit).
    Hint: standard system-updates seem to re-install the standard kernel (without the trailing ".*-pae") again, so check the output of 'uname -a' after an update

  15. Estou com esse problema.O que eu faço

  16. Estou com esse problema.O que eu faço

  17. You can only install Windows 8 if you have 4 GB Ram. That's not possible in Virtualbox.

    1. No, this is not a recommendation of Windows 8 and neither from Virtualbox. The trouble is caused by the processor check of Windows 8.

  18. Enable all physical cores and chech if you choosed "Windows 8 (64bit)"

  19. So, is it a requirement to have hardware virtualization for Windows 8 32-bit? It's not a requirement for earlier versions of Windows.

  20. I've tried do enabled virtualization on BIOS setup, exchange to Windows 8 (64bits), check PAE/NX and power off the computer, but the black screen error persists.

    To solve the black screen error, you must run this command in MS-DOS prompt:


    The commandline above works to me.

    My CPU: intel Core i5 8 GB RAM
    Virtualbox version: 4.3.6 r91406
    Virtual OS: Windows 8.1 Professional

  21. I've follow all tips above but that annoying black screen persists.

    Finally, this solution works to me:


    Windows 8.1 Professional running on VirtualBox.

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