How To: Use Your Windows 7 Upgrade Disk On a Fresh PC
Anyone who tried to install their upgrade version of Windows 7 to a fresh drive was treated to a cruel wake up call. Not when they installed the OS, not even after they installed all their applications, but when the time came to activate. The deal with upgrade media is simple, an existing, and activated copy of Windows must exist on the hard drive prior to installation, or be prepared to start over. To make matters worse, the activation warning doesn't even give you a phone number to call and appeal you're case. The good news is you’re not dead in the water, that is, as long as you're comfortable making a few simple registry edits.
This guide will give you tips on all the upgrading scenarios, and even teach you how to use your upgrade DVD to perform a clean install on a fresh system with no prior OS. We show you how to turn the tables on the dreaded activation error code 0xC004F061: "The Software Licensing Service determined that this specified product key can only be used for upgrade, not for clean installations."
First, lets quickly review what you can do with the upgrade disk, and how you should approach each upgrade scenario.
Vista Specific Upgrades

Scenario 1
You’re doing an in-place upgrade from the same edition of Vista to the same edition of Windows 7. For example, Windows Vista Home Premium to Windows 7 Home Premium, Windows Vista Ultimate to Windows 7 Ultimate, etc.
Next Steps
Just pop in your upgrade DVD while in Vista and follow the prompts, this one is drop dead simple! Activation should go off without a hitch.
Scenario 2
You're upgrading your copy of Windows Vista to a different edition of Windows 7. For example, Vista Ultimate to Windows 7 Home Premium, or Vista Business to Windows 7 Ultimate.
Next Steps
You will need to boot from the CD and perform a clean install. Do not format your drive using any program other than the Windows installer, or you will be forced to perform the registry hack listed below in order to activate.
If you install Windows 7 to the same drive that Vista is currently located on without formatting, the contents will be moved to Windows.old that you can sift through or delete later.
Clean Install / Fresh Install
Scenario 3
You’re doing a clean install of Windows 7, and Windows Vista, Windows XP, or Windows 2000 is currently installed.
Next Steps
Do not format your drive using anything other than the Windows installer. Simply boot from the CD and either format the drive when given the option, or install to the same drive which will create a Windows.old folder with your previous data.
Scenario 4
You have a freshly built system with a totally blank or formatted hard drive.
Next Steps
You could install a previous version of Windows, activate it, then go ahead and install Windows 7 using one of the scenarios listed above which some call “The Double Install Method”, or you could follow the steps on the next page to trick the activation service into thinking it found a previous version.
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Teh_tourist
November 30, 2011 at 7:19am
I was helping the president of my company upgrade my laptop and accidentally linked to to buy the upgrade version of 7 on newegg instead of the full version. Once I discovered this it was too late, luckily Maximum PC saved my ass with this article.
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mickleoe
August 01, 2011 at 12:54pm
i know i can get leads for hard drives, and external hard drives, but my friend had a dell inspiron 530 dual core 2 gig ram win vista lying in the shed, Thinking i was clever i went straight to bios told it to boot from rom with my win7 disk in which i have used 4 times now. when it boots up it asks f1 cont or f2 boot menu, unfortunately i have installed win 7 twice because of this option so when i do press f1 i have 2 win 7 options . if i pick the 1st win 7 option i get the illegal desktop warning, if i pick the second win 7 the one i didnt set the proper clock time to,(the only difference in installation and maybe password) it starts perfect no warnings. If anybody responds to me i will be gobsmacked and if you do i know you will say just buy an external hard drive lol i just like messing with comps. Thanx neways if you read me.
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cappomutato
May 19, 2011 at 7:36pm
A year and a half later, this was a life saver. New video card; BSOD on start. The usual fixes weren't working (last good config, safe mode, removing unnecessary hardware, linux utils, install DVD "repair") so I went for the last resort, complete re-install. That failed. WTF? Oh yeah... I finally remember that Win 7 doesn't like a certain pair of striped drives hanging around. Unplug 2 SATA cables which fixes it but the damage is already done, my boot disk is blank from the failed re-install. Try to recover the data or just go ahead and finish the reinstall? Screw it: reinstall. Oh crap, key isn't "valid" for this type of install... well, you know the rest. Glad it hasn't been patched shut.
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kbr88
March 12, 2011 at 8:55am
for some reason, i followed all of the steps and after i entered slmgr /rearm i received the following error:
on a computer run microsoft windows non-core edition run slui.exe0x2a0xc004D302 to display error text. Error 0xC004d302
I am trying to install windows 7 home premium upgrade on a brand new hard disk (having removed old HD that had windows xp).
i have doublecbecked registry and all changes are corrrect. i have tried a couple more times and i get the same error.
has microsoft changed something that means this workaround is no longer effective? or have i dont something wrong?
any suggestions
thanks
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kbr88
March 12, 2011 at 9:16am
i take back my last comment! i couldn't figure out what was wrong so i re-booted; went to activate and lo and behold, it worked.
so it seems one has to reboot the computer in order for the rearming to take affect.
all seems ok
thanks for a great solution!!
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GeoMarine
March 11, 2011 at 5:40am
So from what I can tell, everything that was done was using CMD and the Start bar and what not. I'm just looking into building my new PC, but I was thinking. Surely you won't have the Start bar or CMD if you've got no OS installed?
Please help!
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HiroProtaganist
January 07, 2011 at 11:49am
I was using a family pack update. 2 machines updated without a hitch, but 3rd ended up needing a blank install. This worked like a charm. Thanks for saving me the headaches of having to deal with MS. Much, much appreciated.
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gimmeabreak
January 13, 2011 at 9:49pm
Good to know it works with the Family Pack, and as recently as about a week ago. I bought the same and may need it too, will be saving this article.
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xoannieox999
November 01, 2010 at 4:56pm
Worked like a charm! Had to do a fresh install of Windows 7 on a computer that had Vista on it. After trying to use my Vista recovery discs to no avail, I had no choice but to wipe the hard drive and get a copy of Windows 7 (heck, I figured why not upgrade while I'm at it..geez.) Anyways-after being unable to use the key that came with the windows 7 disc to activate, your tips worked wonderfully and I am now feeling much much better.
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BigEffingDeal
October 17, 2010 at 5:07pm
Thank you sooooooooooooooooooooooooooooo much for this!!!! I LOVE YOU MaxPC!! I love you!!!!
Worked like a charm.
W00t!!!!!!!!!!!!!!!!
PS: YES, MS shoiuld have used the honor system, but that would have been to logical, and MS is ANYTHING but logical.
Thanks for saving the day Max PC!!!
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dswluthier
February 10, 2010 at 9:25pm
I had my Vista Home Premium 64 bit installation on one of two identical HD's. The second drive was freshly formatted. I phoned Microsoft about installing my upgrade onto the blank drive and their tech walked me right through the installation over the phone. He stayed on and helped me with all of it. All we had to do after the install was go to cmd and use the rearm command and then put in the key code. It's worked perfectly ever since. He even provided emailed instructions including the registry hack if it had been needed.
Also I bought the 3 computer upgrade package of Windows 7 Home Premium on Amazon for $135.00, that's $45.00 per install! Cheap!
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gimmeabreak
January 13, 2011 at 9:51pm
That's ironic. Well, it keeps people at the call centers employed I guess!
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da_samman
November 24, 2009 at 1:00pm
What about us XP lovers? Is there a similar procedure for XP Professional?
Sincerely yours, from Fort Lewis, WA
SGT Samuel E. McClard II
Life's a journey, enjoy the ride!!
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shokwaav
November 23, 2009 at 10:47am
can i use my upgrade disk to do a clean install like this? I want to move my vista installation to 'windows.old'
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SteveSBE
November 14, 2009 at 5:01am
THANK YOU! This was greatly apprceciated. You lowered my blood pressure 10s (if not 100s) of points. Microsoft deserves their money and protection but I deserve the time back I spent on this issue...unnecessarily.
I FULLY agree that its rather underhanded to allow users to install without a product key, fine tune their systems, then not allow them to activate, with no phone number to call. This also happened to me and I spent my valuable time doing what Microsoft said was a simple short excercise.WHY CAN'T THEY PUT THIS FACT IN BIG BIG LETTERS so you see it before spending 3-4 hours upgrading only to find you "need" to start again.
I will seriously consider Macintosh the next time. I spend far far far far few hours "maintaining" my Mac than I do my PC. I was hoping for better in Windows 7 but it looks like the same old story.
Thanks again.
Steve
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FascistNation
November 09, 2009 at 4:40pm
I think I will wait for SP2. ;-)
Freedom's the Answer.
What's the Question?
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cubesteak
November 08, 2009 at 1:09am
Doesn't if figure that MS would take something as good as Win7 and FRACK IT UP with stupidity like this. I swear they GOAD people into pirating their stuff with this kind of crap.
Oh, and CrashTECH - Get off your high horse and realize that the people who want to pirate Win7 wouldn't be complaining in this board about ACTIVATING it. DUH. No - people are pissed that MS penalizes the PAYING customer by adding in this bass-ackwards install step making things take twice as long.
I buy my software - I have more licensed copies of several versions of Windows laying around than I know what to do with. I was hoping to use Win7 for many years to come, but I don't want to sign up for double installing OS's simply because MS puts a lame ass attempt at stemming piracy. Yeah, like this will help deter the pirates. PLEASE. The only thing it does is piss off the honest people and make them want to BE pirates. I'd imagine several people will end up buying a legal copy and then using a pirated installer simply because its easier. They might as well name this Windows 7 CS by Adobe..
I don't know why I expect more from MS, I really should know better by now.
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mkarias1
November 07, 2009 at 1:51pm
I couldn't do a clean install my Upgrade W7 disc on a new HD. It did work with the registry hack. (I had XP but it was on another HD.)
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Riskjudge911
November 05, 2009 at 11:13am
I have the retail version but my friend got the Upgrade Home Premium. He wiped his hard drive, then installed Windows 7 Upgrade Home Premium..then after installation was done he rebooted and re-installed Windows 7 over the previous installation that he just installed. This fooled the system into thinking it had a previous OS. Then he activated it and boom no problems at all. So if you don't want to rename anything or mess with the registry this method works too. (Although takes a bit more time).
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Dies
October 27, 2009 at 11:08pm
Totally works
Formated my raptor drive then dropped in the Upgrade CD i recieved today and done the install procedure. Got into windows first thing i did was make a windows.old folder and then went onto activation and it worked.
Ive got legit keys for XP anywhos so doesnt really matter to me but one less step is nice.
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mkarias1
October 27, 2009 at 3:42pm
Another site initially posted part of this back on the 22nd. Last update was 25th.
http://www.winsupersite.com/win7/clean_install_upgrade_media.asp
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arkweld
October 27, 2009 at 2:54pm
there's a pretty simple way to upgrade software that many other software retailers use but MS didn't. Just don't supply new registration numbers with upgrade packs and get the user to enter the existing serial number for their previous OS.
MS could even have used the disk check method during install and that would have saved time.
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sammyd253
October 27, 2009 at 2:25pm
Someone probably already posted this, but...
I purchased a retail copy of Windows 7 Home Premium Upgrade from Best Buy. I threw the 64-bit copy in my dvd-rom, booted my PC from that drive, formatted my drive and chose to install there. Once setup prompted me for my product key, I didn't enter it. Setup finishes and you'll eventually boot into your freshly installed OS. Install your drivers, and install ALL Windows Updates. Run Windows Updates and reboot until you can't get new updates. Then activate your copy of Windows using your product key. It should go through no problem. If it doesn't, then you have to move onto the registry hack method.
Either way, you can avoid having to install a previous version of the OS first.
Hope this helps! And if someone already posted this, my bad.
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HokieTechie
October 27, 2009 at 1:20pm
This "you have a copy of XP, so you are fine" argument only works for your first Windows 7 install.
In the course of my legitimate ownership of a Windows XP Upgrade (from a legal copy of Windows 98), I have done a fresh reinstall because of a hard drive failure, a fresh reinstall because of a motherboard upgrade, and a fresh reinstall just because I built up to much runtime crap over the course of several years of normal use. Each of these actions is perfectly legit under the non-OEM license.
Microsoft's new "you must install and activate and install XP first" would have added a large amount of pointless effort to each of these steps. And, one day, if I upgrade from Windows 7 to Windows whatever, does Microsoft expect me to install 3 operating systems?
Someone in Redmond just isn't thinking ahead about all the ways that their product is (legally) used.
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DoctorX
October 27, 2009 at 1:14pm
Why are you harping on the upgrade having to have a valid OS? Almost everyone here does. But most like me do not want any garbage from the old install on the new install. Clean install is still the best way.
Have a little consideration dude!
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badfrog
October 27, 2009 at 11:48am
on my main machine I had the RTM build installed, and was able to use the upgrade version to install without issue. and that wasn't not a validated/activated prior install.
if needed, I could have reinstalled XP and activated it, but I am glad I didn't have to sit through two OS installs.
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sotoa
October 27, 2009 at 10:40am
Win7 Pro is sitting in the unopened box until my SSD 160GB Intel arrives. This baby is getting a FRESH install. Was waiting for prices to drop, TRIM to be available and Intel to add the TRIM firmware.
So why should I install Vista, activate, then install Win7? I want as little garbage on my SSD as possible. The MOST hoops they should do is ask for the old DVD as verification or something. Why be treated like a criminal?
I'm going to try these tricks first.
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CrashTECH
October 27, 2009 at 8:56am
If you don't have a valid license for a prior OS, it serves you right for trying to get it cheap by cheating and getting an upgrade license. It is called an upgrade because you are UPGRADING from prior version. You don't have a prior version you say? Oh, tough luck, go buy the retail version and stop whining because MS punished you for not abiding by the terms of the EULA.
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gimmeabreak
January 13, 2011 at 9:43pm
A clean install is just that, a clean install - having it on your hard drive is not the only scenario people face, and NOT having does not always mean people are trying to get the new version for the price of the upgrade. I'm not a EULA geek so I don't know if anything has changed, but I do remember XP retail licenses is transferrable, isn't that right? Actually even without going there someone may just have been able to find XP for a good enough price and want to install 7 upgrade in lieu of buying the full license to save money. So much for your narrow view that there should be no problem because all legitimate license owners MUST have it installed on the hard drive. Sure people can install one then the other, but that is just tedious AND apparently some people STILL have issues. Anyway, why not just tell people up front instead of letting people waste time, especially if they just needed to use legitimately owned license to do a clean install? It is a simple matter of saying so before the process so people don't waste their time. For this, I say maybe MS gets what they deserve if people end up using this for piracy, rather than being up front and still denying people the installation if they can't prove that they own the license. The ironic thing is there will be the unsuspecting, legitimate paying owners being inconvenienced just becaused they were not aware of this, and the savvy who is out for piracy will have a way to bypass and use the upgrade as a full license. THIS situation would not have happened if people were just told up front that they need it on their hard drive before the install.
Maybe you'd do a better job policing EULA than being a tech, if you can't even see these scenarios. I don't think they hire people for that though, they rely on these pathetic passive aggressive automated processes.
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Techrocket9
October 30, 2009 at 6:49am
I don't know about anyone else, but I am only going to use this hack when I have a purchased version of Windows and don't want to reinstall it.
_____________________________________________________
An army of pacifists can be defeated by one man with the will to fight.
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jcollins
October 27, 2009 at 7:26am
Man, wtf, it's a pain that they fail it AFTER you've possibly done your hours of install and wasted your time.
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CrashTECH
October 27, 2009 at 9:02am
If you had installed it properly and had a prior version of windows, then you wouldn't have gotten a slap on the wrist and wasted your time.
Clean/Custom installs for XP upgrades do not require a format.
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Pyrophorics
October 27, 2009 at 7:03am
Hrm, guess I got lucky. I just installed Windows 7 on three computers this weekend with the home premium family pack upgrade and on two of the computers I deleted the partitions and formatted then proceeded to install. I activated all my copies yesterday with one day left to do so.
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HokieTechie
October 27, 2009 at 6:49am
Personally, I canceled my pre-order of Office 7 Progessional Upgrade
when I read about this "cannot do a clean install" nonsense, and I will
continue to run XP into the indefinite future. Microsoft really screwed
the paying customer on this one.I am glad to see that the hack
is easy to explain and to execute. I hope Microsoft has the good sense
to see their mistake and not to try to nerf this in a WGA update or in
Windows 7 SP 1.
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CrashTECH
October 27, 2009 at 8:59am
You have a prior version, you are fine. MS didn't screw anybody. You have a prior version installed you XP would have become Windows.Old and you would have been just fine.
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Wonko33
October 27, 2009 at 6:43am
I think they just don't mind that people do it. I mean you paid for the product, and really who doesn't have win vista or XP right now? (You could say Mac people but I am talking about people with computers).
And even if someone doesn't have a previous version of windows, well that's a new "convert" so who cares. It's not like we didn't pay for Win 7 when we do this.
It really is win-win to let us do that, they just have a different official policy.
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keithfreitag
October 27, 2009 at 5:36am
I would've posted that myself but I figured I might get in trouble from Microsoft. Those are the steps they walked me through when I custom upgraded (clean install) over XP to 7 Home Prem Family Pack. I just explained that MS says for XP users to do a custom install to a clean drive and then restore all programs and files. So when it didn't work, MS is responsible for the fix. Had I know it was OK to post those steps, I would've done it last week and saved some headaches.
Steve Jobs is the Devil and Windows 7 wasn't his idea!
Keith
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allantang
October 27, 2009 at 2:14am
I was running Win7 RC1 and did a full clean install with the upgrade dvd, doing the double install.
I first booted from the dvd and formated the drive through the installer, then installed, all using the custom installer. I did not enter they key during the install, it will of course say that it is an upgrade key...
Once the install was finished and windows is loaded, I opened the dvd from windows, ran the installer again, and did the upgrade install option.
Once everything was finished I entered my key and windows was activated, no problem. I have done this with pro and home premium.
Now that I think of it though I did not use the actual upgrade dvd. I used the technet dvds downloaded from microsoft... but still worked with my upgrade key doing this process.
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K0BALT
October 26, 2009 at 11:14pm
I did my Windows 7 Ultimate install right over Vista so I can use my Vista key for another build... btw, it was the system builders version of Vista, not a Dell retail.
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jimmynemo2
October 26, 2009 at 8:24pm
so I'd read these same tips on other sites, but when i tried them on a particular PC, they didnt work. So on a long shot I tried something that I've now repeated and verified on 4 PC's since:
Just install a clean install, Dont enter any Key when asked. Then, once you are read y to activate, create a folder called Windows.old on the root of your C: drive, then activate with your key just like normal. I know, it sounds too simple, and that it's too big a loophole for them to have missed, but it's worked for me 4 times now and my machines are on a retail upgrade disc and key.
Hope this helps someone.
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Larry Lee
October 31, 2009 at 8:26am
So, the way I see it, you simply format your hard drive for a clean install, (after backing up your important data, of course) then you skip the initial registration during the install and create an empty folder in the root of the C: drive named windows.old and THEN you register Windows 7 and apply the updates.
That's simple enough!
Wow. I bet Micro$oft will fix that workaround with SP1 and your fresh install will deactivate when the windows.old folder is found to be empty.
Can they get away with that?
I bet they can.
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jcollins
October 27, 2009 at 7:28am
Very interesting. Sounds like what they used to do to validate you had a previous version. So they didn't change that like they thought they did? Very useful to know Jimmy.
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jimmynemo2
October 27, 2009 at 8:30am
No I guess they didnt, becuase the folder was completely empty, so there was no previous key to be verified. I dont think Im just missing anything becuase the first machine I did this on didnt have any windows OS on it at all, it went from ubuntu to ubuntu / win7, so yeah, absolutely no verification of keys, just verification of the windows.old folder.
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COMMANDER_COOK
October 26, 2009 at 9:16pm
I thought it actually made note of the old product key and verified it.
But your method seems to exploit a similar vunerability by making it look like there was a previous windows. But it looks like it doesn't check to see if the old version was activated, though.
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ubuntucuber
October 26, 2009 at 8:49pm
WOW all is i can say, i think you beat the magazine in simplicity!!!!!
~UbuntuCuber
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sanravel
October 26, 2009 at 9:47pm
I added a new hardrive to my box with Vista, did a clean install, created the Windows.old file and registered fine. I copied all of my files and am good to go. I made a backup of the new install and I'm keeping a backup of the Vista install just in case I need a file.
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