Can’t activate Windows XP after a repair install or in-place upgrade

Windows XP is a picky beast.  If you want to move it from one system to another, chances are that you’ll just get a BSOD upon boot.  To get around this, you can do a repair install or “in-place upgrade” to convince it to take stock of all of the new hardware and then it will probably boot up fine.  Of course, there’s other reasons to run a repair install, it might be able to save a system that isn’t working because of a strange configuration problem or a malware attack.

Anyway, here’s something that I’ve run into a few times now:  After running a repair install using a Windows XP SP3 disc, after booting up and logging in, you’re given the message along the lines of: “You must activate Windows before you can log on.  Would you like to activate Windows now?”  If you select “Yes,” which is supposed to bring up the activation prompt, nothing happens.  You get to stare at your desktop wallpaper until you decide to restart your computer manually.  If you select “No,” you are immediately logged out.  What to do?

Anyway, I discovered an easy solution to this problem today:  Just boot the machine in safe mode and install Internet Explorer 8.  (You’ll need to download it from Microsoft’s web site and put it on a flash drive or something to move to the troubled machine.)  After IE8 is installed, reboot again in normal mode and you should be able to activate.  Note that you still may have to wait a minute or so for the activation window to appear after you click “Yes.”

This condition may be dependent on having IE8 (or 7?) installed before you attempt the repair install, and it somehow gets messed up during the install.

Update: September 18, 2010

If you are having trouble installing IE8, make sure that you have Windows XP Service Pack 3 installed.  Some commenters below have reported trouble getting IE8 to install without an Internet connection to download the updates that it wants (since you are in safe mode) and without SP3.

Update: May 11, 2011

If you boot into safe mode and get a message that you need to activate Windows, make sure that you did not select Safe Mode with Networking.  You need to be in plain old Safe Mode to be able to log in.

132 thoughts on “Can’t activate Windows XP after a repair install or in-place upgrade”

  1. Didn’t work for me .
    Needed to install updates and then fell over because there was no web browser :-(

  2. Worked perfectly – searched for two days on the web for a solution – tried everything – this worked! Spread the word!

  3. Doesn’t work as it won’t boot into Safe Mode without Activation either!
    Have tried a cable-LAN connection direct to Router and all I get is that b***Y blue screen; it’s connected to the Internet but won’t play!!!!! Aaargh!

  4. I found to get by the problem of safe mode telling you that you have to activate first and to log out and log back in, in normal mode. If you go to safe mode with command prompt. Click on Administrator then when the CMD box opens type explorer in and you should get your desktop. Thanks for the info I was stuck on this one!!

  5. AWESOME!!! Took me hours to find this but IE8 was the answer!! Actually I went into Safe Mode with Cmd Prompt then typed in Explorer then ran IE8 from usb flash drive. Worked like a charm!!! Thanks a million!!

  6. Worked perfectly – searched for two days on the web for a solution – tried everything – this worked! Spread the word!

  7. Worked for me, thanks much for the tip. I don’t think I would’ve guessed that on my own. I unchecked “install updates” and simply installed IE8.

  8. Brilliant worked like a charm. I never would have thought IE8 would fix that little doozey.

    Thanks alot

  9. Great work. I have been in severe swearing mode all day because of this. Didn’t give IE8 a second thought for this problem. You deserve some sort of award.


  10. Who knew. Been working with XP well… since it came out and I just learned something new. I had to repair Windows Media Center and system would ask to activate when logging in and just hang. This little fix worked like a dream.

  11. Wow! Thanks. This link needs to be the first one seen by everyone having this problem! I’ll pass the owrd

    (Also, Why doesn’t Microsoft let everyone know this?)

  12. I have worked hard and bought over $1000.00 worth of Microsoft Windows products and I am still getting the run around instead of any real support. I will make recommendations alright, oh you can bet I will.

  13. If Microsoft paid REAL TIME attention to this over-exhausting and frustrating problem (they have the resources and the knowledge to) we wouldn’t waste so much money and rely on cheaply constructed 3rd party software trying to get Microsoft to help us…where is the advantage in installing a brand new pc with purchased brand new XP oem cd and being treated like an invalid customer? The whole perceptiion of recieving or that of your product being Genuinelyvalidated is rediculous, not to mention more time consuming trying to FIX things to get it to work, instead of enjoying your pc. I would rather be elsewhere out online than stuck reading FAQ about problems.But I AM GLAD YOU’RE HERE!

  14. I’ve got a problem, couse windows wants some actualizations befor installing Explorer8. Any Idea how to solve it??

  15. What a star ! Your intuition and wisdom have restored not only my wife’s PC but my sanity as well. Worked a dream (Boot into safe mode, run IE8 install from a USB key, uncheck get updates, complete the IE8 installation then reboot into normal Windows to complete validation – note on my system I had to double check the IE8 proxy settings as well) Many thanks, keep up the good and undoubtedly well appreciated work.

  16. THANK YOU! This tip fixed the activate problem with an XPP SP3 repair. I suspect the repair also worked better in that I was able to uninstall crap HP printer /MFU drivers after activation, remoing the main cause of XP misbehaviour.

  17. Scott Robertson, I had the same problem with the IE 8 install asking to download updates. I downloaded Service Pack 3 installer on a separate computer and moved it to the computer I was trying to fix. After installing SP 3 I was able to successfully install IE 8 and register Windows.

  18. I have no idea how you figured out IE8 was the key – worked like a champ!

    Any the start in safe mode with command prompt to get around
    “cannot logon w/out activation first”… brilliant!


  19. Doesn’t work because the safe mode won’t start unless it’s activated

    Microsoft could screw up a wet dream, good ideas, lousy implementation that forces a clean install once a year. Xp, Vista, 7, they are all pretty much junk and a viris writer’s delight

  20. worked fine for me.for those who have problemes with the updates just unchek the”install updated files”or something(i work in french)thanks alot!!

  21. Was getting blue screen, so ran XP Pro SP3 Repair and would not load profile without activating windows again.
    Tried safe mode but would not load as it needs to activate.
    In the end I started in Safe Mode with Command Prompt, then typed in Explorer and the desktop came up, open Windows Explorer and installed IE8 unchecking “download updates” from my USB stick, it asked to reboot when finished, then when it rebooted, the Windows activation windows came up and it activated and loaded desktop OK
    Thanks for all the tips here which I pieced together to solve.

  22. I cannot get this to work. I am not able to install IE8 in Safe Mode, because it fails at the end of the install. The error given when the install fails says it needs the “cryptographic services” to be running, which fail to start in Safe Mode as it seems to need some network services to start properly – help !!!

  23. Brillant idea, howver did not work for me!
    After the activiate screen appears I get the message “Windows is already activated – Click OK to exit” I do this and then Im logged out and the process starts again :(

  24. I had done a repair install on XP and this tip worked like a charm. Although it appeared IE8 was already installed, I just reinstalled it in Safe Mode anyway and successfully activated the laptop once I booted back into normal mode. Thanks for the tip, I was wasting time delaying activation over and over.

  25. I used this tip on a computer that had been infected by a rogue antivirus. Removal caused windows to become corrupted and when it was repaired it said it couldn’t activate it. I was skeptical reinstalling IE8 would work but it did.

    Thanks for posting!

  26. Tried it all, the losest I got was through the ‘safe mode command prompt’ method, however it fell over because it still needed to activate which cant be done in safe mode. XP sucks balls. I Upgraded it to Windows 7.
    Which I have never had a failure with (yet).

  27. Oh god, thank you this happened to me a couple of times, without a solution and would happen more if not for this, thank you!

  28. I fixed this by downloading IE 8 and Service Pack 3 Network installation to a flash drive, booted to Safe Mode Command Prompt Only, for some reason the desktop showed up, ignored the command prompt but left it running in the background, inserted flash drive and browsed to the two installer packages, installed SP3 and then IE8, rebooted the machine into normal mode, activated no problem.

  29. That only works if you can get into safe mode! If Activation is needed it will not allow safe mode with networking either.
    1st you need to have IE8 on a memory stick 1st. logon either to safe mode ONLY or SAFE mode command prompt, then run explore. browse to setup file for IE8 then run the install. This worked for me. But your method and IE8 certainly points us all the right direction. Well done

  30. Thank you, that saved me loads of time. I came across the problem before and had to do a new fix installation to get rid of of SP3 before activating then reinstalling SP3.

    Thanks Again!

  31. This is great but I can’t install IE8 without some updates, and can’t download them in safe mode. Can’t use networking as it’ll cause the same activation problem as normal mode. back to square one – but your idea is sound. Repair Installs and IE have a long history of being fudged up. If only IE wasn’t integrated like this and Windows Explorer used a different base.

  32. An article from Microsoft regarding the issue can be found here (date 26.2.09):

    “How to perform a repair installation of Windows XP if a later version of Internet Explorer is installed”

    Unfortunately, it isn’t named after the solution it describes.

  33. Kersus, you have to use another PC to get IE8 downloaded from M’Soft, put that onto a memory stick then boot into safe mode only, or command prompt, run explore then/or browse to memory stick folder then run the ie8 install. Should work fine.

  34. just great… I was already considering the re-install of Xp an this saved my day…

    Thx a lot…

  35. Thank you SO much. After removing viruses through spybot s&d, my netbook refused to boot (bsod after xp load screen). I then had to make a USB xp boot “disk” and try to repair. For some reason, I wasn’t able to repair it. Eventually, I did a bootcfg /rebuild in recovery console. Then, even though it showed two copies of XP, I was able to to do a repair install. The “boot disk” I made was XP Home SP2 OEM with SP3 integrated onto it (slipstreamed, I think it’s called?). After the repair, I came to the wallpaper with no way to activate windows. I couldn’t get into safe mode with networking, so I was running out of options. Anyway, I threw IE8 installer from microsoft’s site onto my thumb drive, installed it in Safe Mode (no command prompt). Rebooted into normal, and it successfully activated over the internet. Thank you very much.

  36. worked just like you said and saved me reloading os and losing all those valuable programs. thanks!

  37. I am sure you soultion would work for me if I could get into safe mode….. When I try to go into safe mode it tells me I have to start windows normally first to activate windows :(

  38. Started my PC in safe mode, and installed IE 8 from my USB.

    I downloaded the update here if anyone needs it:


  39. Just brilliant. Saved hours. My wife, seeing my frustration, just Googled and saved be a whole lot of bother. Many thanks!

  40. I installed IE8 and it got further this time – after clicking “yes” to register Windows the registration window loads, but instead of text and click boxed, it just gives me the icons that load when Windows can’t find a graphic file. There’s nothing to click on or type into in the registration box. Is there a knows fix for this problem?

  41. I actually just had this problem the other day. Go back to safe mode and create a new administrative user. Then go back to normal mode and log in as the new user. Activation should work. You can delete the new user afterwards.

  42. You are the man. This worked like a charm. I have been screwing with this thing for about three hours, I have tried a bunch of different things, done numerous google searches all with no help. I changed my search parameters in a last ditch effort before doing a dreaded reformat, and found this tread and boy am I glad I did. I must admit I was very skeptical, having tried so many things before, but was willing to try especially since it was so easy.
    All I have to say is,
    Thank you, Thank you, Thank you

  43. Am I missing something? I followed all the directions: Started up in plain old Safe Mode, installed IE8 from my flash drive, then it says it needs to restart the CP in order to finish installation, started backup in normal mode, ask to active windows, I press yes and then it says “closing networks connections” then it just goes back asking to active widows. WTF!!! Please help!

  44. Thanks, it worked well for me. The strange thing is that there was absolutely no sign of IE on the machine after I loggoed in in Safe Mode but installing sorted out the case.

  45. I’ve moved an old XP installation to a VMWare environment.
    After answering yes to the question about activatin Windows I just get the usual activating window but with no text, just two broken-image-link symbols and then nothing.
    Closing the window leads to a logout.

    Have tried to reinstall IE8 as suggested without any result.

    Any idea, somone?

  46. Hasse:

    Go to safe mode, create a new administrative user. Go to normal mode and log in with the new user. Activation should work. After you’re done, you can delete the new user.

  47. I had problem with activating windows, i had a worm and the program i used to clear it changed my clock it weren’t til i changed date/time that i was able to activate windows….. we never look at the simplest things

  48. Fantastic! Thank you. I can’t believe MicroSoft caused this to happen and have not fixed it yet. They should have known better. Just remember that when you boot your machine in Safe Mode, you can’t connect to the internet to download IE8 and that you need to do so on a flash drive from another machine, and then download it from the flash drive. Keep up the great work!

  49. Sir – your solution works like a treat. I almost given up because of the issue, but downloading and installing IE8 as you have suggested have solved the problem, and the XP installation (in my case it was XP HOME SP3 repair install) proceeded correctly. Thank you very much.

  50. Had been locked from my XP system for many weeks – had exactly the same problem on XP sp2. Downloaded SP3 and then IE8 using Ubuntu (I mainly use Ubuntu GNU/Linux), installed both of them in XP’s safe mode as per your instructions – it worked! Thanks so much!

  51. Thought I knew what I was doing and when the repair install on my niece’s laptop prevented me from activating, I tried just about everything: copied the wpa.bak and wpa.dbl files from an old Acronis image archive into the new install (while in “plain old safe mode” that took me hours to discover actually worked); called MS support – no comment; to all the other searching online and in notes. So I laughed when I read this solution, but when I checked, IE was version 6.0, so figured couldn’t hurt. Re-tried safe mode with networking, no luv there, so just restarted normally, got the same shit about activating before logon, clicked “yes”, walked away and came back to an actual activation box!

    From there was just another minute to a fully activated XP SP3! Many, many thanks! Just a hair away from totally giving up…

  52. THANK YOU!! You just saved my nerves and god knows how many innocent woodland creatures by my not having to pitch this thing outside into the dark!! Worked like a charm. Thanks so much!!

  53. Worked like a champ. Thanks much for the information.

    It is pathetic that MS does not provide some type of warning/error message when attempting to activate without the required version of IE installed. I don’t even want to think about how much time I lost dealing with this.

  54. Many Many thanks for posting this tip . I wasnt able to login after being forced into a repair install which left me in the “activation required but doesnt work” loop. As you said IE 8 + SP3 in safe mode (no networkng) fixed the activation mechanism and I have a working machine once again after many frustrating hours. I switched to Linux & OS X many years ago . I just wish my clients would do the same !

  55. You my friend, are a life saver. I just came across this on a repair installation I did and couldn’t figure out why it was hanging on startup. I had a feeling it was something to do with activation and sure enough that’s what it was. This worked like a charm. Thank you!

  56. Thank you so much!!!!!!!!!!!!! I was helping my church pastor with a slow windows xp machine… no viruses, spyware or malware… so decided to run a windows xp repair, has always given me a much faster cleaner windows after, but this time… the above happened and I was freaking LOL… finally found your tips and YEAH!!! worked great!!! especially the safe mode with networking vs. safe mode… that totally snagged me.

  57. I fought this problem for a week and thought your idea was a joke. I was at end of my rope and tried your idea and THANK YOU SO MUCH…it worked awesome and i have my laptop back. It took about about 10 minutes with the down load, again thank you

  58. This solved my problem, was stuck on “please wait” screen for days, tried everything……THANK YOU!!!

    (my issue was that my laptop was attacked by a trojan virus, so i removed it, then repaired my windows installation to fix corrupted files)

  59. What if you can’t login to safe mode because you are told you can’t activate windows in safe mode??

  60. Hi

    I need help, i only have a few days left to activate my windows…I have tried to activate it in the window it usually gives you but it won’t pick up my internet connection via the neotel dongle.

    Is there any way i can activate it another way…maybe on the internet browser etc…Plzzzz help me…


  61. I’m stuck in a loop. I was finally able to get to the activation window. There it tells me that my windows is already activated. So I click ok and It logs me off. When I go to log back on It repeats telling me I need to activate.

  62. Thanks! worked great for me. My XP SP3 had IE 6.0 running on it, downloaded and installed IE8 as advised, I got the message asking if I want to activate on startup, I clicked yes and then had to wait a minute or two before the activation window appeared, as suggested wait a few mins for it to appear as on mine it looked like nothing was happening.

    Thanks so much, really helped a lot!!

  63. Dear friend, excellent idea. I face this problem 3 days already. Tq very much for your sharing idea.

  64. I was ready to rip my hair out after a BIOS update stopped Windows XP from booting. Had to do a repair, and this problem came up. What a time waster!! SP3 and IE8 install did the trick! Many, many thanks!!!

  65. Does not work for me I am afraid.

    I logged into Safe Mode and used an XP Key Finder tool to find and confirm my XP Product Code. I have been typing the correct one in but I can’t get past the activation screen.

    In the end I tried the automated telephone line and it tells me that my copy of Windows is not genuine – which is ‘great’ as I purchased my copy of Windows XP when XP came out.

    I find it suspicious that I did a Windows update last Thursday, my PC rebooted and then my Windows XP no longer works after about 10 years of working.

    Anyhow, thanks for the information

  66. hahhahahahahahhahahahahahhahaha hhahahahahahhahahahahahhahahahah ahahahahhahahahahahahhahahahahha don’t know what to say except laugh with joy and also may the Lord increase u and ur offsprings with outstanding blessings beyond human imagination. Meeeeeenn!! U saved me greatly. Hahahahahahahahaha!!

  67. Ok this didn’t work for me, I tried to boot in safe mode but it just comes up with a screen full of white script.


  68. I did all these steps but does not work for me, however finally i got the solution for that and i got rid of this problem. and now I would like share this to all you guys.
    please open this below solution I hope that would be work for you. because it has worked for me.
    Many thanks to

  69. You can now get it from here:

    I’ll update the link in the article.

  70. Hmmm. The IE8 install failed with a message saying to re-boot in order to roll back the failed install, but when it re-booted there was no indication that it was rolling anything back, and I still get the dialog box to activate Windows, which fails trying to access the network. In your experience, does it need a wired connection, or would it find a WiFi network?

  71. I couldn’t agree more with this fix. Whenever you put a drive that is already loaded with XP into a new hardware environment, this is the best (and perhaps the only way) to get it to boot normally. Great stuff!

  72. Thank you for the help. It appears that the repair install reverts IE back to VER 6 which appears to be unable to reactivate XP pro with SP3. I’m glad that you added the end note about not using Safe Mode with Network Support because that’s exactly what I did and got the same activate message. Once I downloaded and installed IE8, the system allowed me to activate it.

  73. Wow, that was the problem. Just had to uninstall and reinstall IE8. Had to uninstall from the recovery mode –
    (after booting in recovery console.)

    CD ie8\spuninst
    batch Spuninst.txt

    Finding IE8 for windows xp was harder. Had to download it from Major Geeks. Then just installed in safe mode. Once that was done, activation actually worked!

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