Windows 8 on VirtualBox and VMWare: Your PC Needs To Restart Fix

   Posted by Lê Hoàng in Windows 8

When installing Windows 8 in Virtualbox or VMWare, many users are getting the error which says “Your PC needs to restart. Please hold down the power button.” at the beginning of the installation process. This tutorial will show you how to fix this problem.

After switching from the Consumer Preview version to the Release Preview version of Windows 8, I was surprised that I could not install it. When I fired up the virtual machine, all I could see was this message:

“Your PC needs to restart. Please hold down the power button. Error Code: 0x0000005D.”

The problem does not lie in the Virtualbox or VMWare settings but the motherboard configuration. For Windows 8 to install correctly in VirtualBox or VMWare, you must have the No-Execute Memory Protection option enabled on your motherboard. I will walk through changing it on my motherboard. Your motherboard may be different, but the important key is to turn on the No-Execute Memory Protection option.

1. Reboot your computer and access the BIOS by pressing the F2 key. Please note that I am using a Asrock motherboard. If you use a motherboard from other manufacturers, the key to access BIOS may be different. Please refer to the manual for this information.

2. When you are in the BIOS section, go to Advanced -> CPU Configuration. This applies to Asrock motherboard only. Steps for other motherboard may be a bit different.

3. Find the No-Execute Memory Protection option and click on it. By default, it is disabled. In order to set up Windows 8 successfully, change it to Enabled.

4. Now, switch to the Exit section to save the changes.

5. Choose Save Changes and Exit and then choose Yes to confirm.

6. Reboot the system and continue installing Windows 8 in Virtualbox or VMWare like normal.


About Lê Hoàng

When not creating exciting new Android games, Lê Hoàng is here crafting tutorials, tweaks, and fixes for your enjoyment.
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48 Responses to “Windows 8 on VirtualBox and VMWare: Your PC Needs To Restart Fix”

  1. June 22, 2012 at 9:42 pm, Mikhail said:

    Thank you so much! I’ve trying to solve this problem for weeks, and not me not anyone else had a solution. You just made my day!


    • June 23, 2012 at 3:17 pm, Lê Hoàng said:

      > Glad the tutorial helps you solve the problem! You just made my day too! :)


      • October 31, 2012 at 2:48 pm, JJ said:

        > do you know if the as rock p4S61 board has this feature? Or is it too old?


  2. August 02, 2012 at 7:20 pm, Marcos said:

    I’m facing the same issue but I cant find this option on a lenovo ideapad notebook bios …


    • August 13, 2012 at 5:30 am, Helen said:

      On my Lenovo desktop it is the Intel (R) virtualization tech that needed to be enabled. Hope that helps :)


      • October 30, 2012 at 2:59 am, Ken Browne said:

        > My machine is a Lenovo X60 laptop running Virtualbox in Linux Mint. Names are different but No Execute Memory Protection and Virtualization items are both enabled. Still getting the PC need to restart message. Four blue Window panes appear for a while, then the error message. I am trying to install the final version of Win8 Ultimate.


        • January 29, 2013 at 5:13 pm, $dave said:

          You may have the same problem that I did with Ubuntu 10.04 LTS for my VB host OS. In this case the kernel was not passing on the NX setting from the motherboard, and I had to replace my current kernel with a generic-pae kernel. See for example.


  3. August 07, 2012 at 7:55 pm, Christ said:

    Same here, I have a Dell M6500, no option for RAM… :(


  4. August 10, 2012 at 10:00 am, raj said:

    Hi i am using acer mother board and i too can’t find the option . Any other option??


    • August 11, 2012 at 3:48 am, Lê Hoàng said:

      > what model are you using? This is the only option to solve the problem. Have you tried searching for this option in all bios settings? Maybe it is in another section


      • October 18, 2012 at 10:34 am, PanTeras said:

        > i have the same problem. i am using acer travelmate 5744 :-)


  5. August 15, 2012 at 3:55 pm, Dark Rider said:

    I don’t have that option either. I bet tons of otherwise Win 8 capable PC’s don’t. I have a Compaq Presario model CQ61-411WM Notebook PC

    Details here:

    It has a scaled down Insyde Bios that doesn’t have the correct option. I just flash updated my Bios to the latest version F15, and the option is still not there. I do have VT-X enabled in Bios.

    In VirtualBox I get a message that says,

    ” VT-x/AMD-V hardware acceleration has been enabled, but is not operational. Certain guests (e.g. OS/2 and QNX) require this feature.

    Please ensure that you have enabled VT-x/AMD-V properly in the BIOS of your host computer.”

    Well.. I DID make sure that Hardware Virtualization was enabled in bios, I don’t see any option for VT-x or AMD-v by name.. it only says Hardware Virtualization, but the description on the side talks about VT-x.

    Where do I go from here?


  6. August 15, 2012 at 9:25 pm, Dark Rider said:

    I answered my own question above. Apparently this fix above is not the only fix.. sometimes you don’t need a fix.. sometimes – it’s your choice of virtual machine application…

    I got tired of trying with Virtual Box so, next I tried VMWare Workstation. . It got a tiny bit further. I got the error screen that said My PC didn’t have enough ram to set up the Ram Disk. My PC has 4 gigabytes of ram, and installing windows 8 was the only thing I was doing.. I know I had plenty of ram left over. Again, tried for several hours all the tricks I could find around this problem, nothing worked. I spent 5 hours on this install, trying every post on the net I could find.

    These two problems are the two most common problems people have when trying to install Windows 8 in a virtual machine. Google them and you’ll see.. tons of threads on these issues.

    Last, I tried Parallels Workstation. I even had Firefox browser open taking up extra ram, and it installed and ran Windows 8 perfectly from the word Go with no errors or problems – and its very fast too.. so fast with my single core PC that I don’t even know I’m in a VM.

    For me anyway, Parallels Workstation was my savior. You guys can do what you want, but I suggest you give it a try before you waste 5 hours like I did trying to get Windows 8 to install when you see your having trouble. It might just save your butt too. I think their use of VT-x and AMD-v must be better than the other two apps I mentioned. That’s the only thing I can think of to explain why Parallels would work and the other two didn’t.

    Hope this helps someone else.


  7. August 27, 2012 at 11:55 am, Steve Jobless said:

    Thank you author!
    I tried a few different things with the vbox settings but nothing worked, until I read this article and now the installer is doing its job. I thought I’d take a break from that to say thanks.
    It took me a couple of tries actually because my BIOS uses a different name for the same no-execute memory feature. I pulled up the eVGA user’s guide and found it in the CPU feature menu.


  8. August 28, 2012 at 1:41 pm, Travis said:

    You sir are my new best friend. I really thought I was losing my mind on this issue.

    Thank you!


  9. September 08, 2012 at 6:32 am, Michael said:

    really helpful, thanks a lot!


  10. September 09, 2012 at 3:51 am, Geoff Weinhold said:

    Worked great.. Thanks!


  11. September 26, 2012 at 2:57 pm, junpet said:

    Enabled and get the same problem…


  12. October 03, 2012 at 6:11 pm, Simon said:

    Thank you so much! This saved me a lot of time. I fiddled around in VirtualBox an no setting helped.


  13. October 10, 2012 at 10:32 pm, Pietro said:

    I don’t have this option in my BIOS (but my pc is almost 9 years old) …


  14. October 22, 2012 at 5:20 am, Gaurav Bist said:

    Thanks you, I have HP EliteBook 8560w. Enabling “Data Execution Prevention” in BIOS works from me.


    • November 01, 2012 at 4:37 pm, Fixer said:

      > October 22, 2012 at 5:20 am, Gaurav Bist said:
      > Thanks you, I have HP EliteBook 8560w. Enabling “Data Execution Prevention” in BIOS works from me.

      Thanks Gaurav, same HP here – your tip solved my problem !


  15. October 30, 2012 at 2:22 pm, Adam said:

    This did not work for me :( I have a Lenovo machine, and enabled the option called “Execution Prevention” in my BIOS, but it didn’t help. I also tried turning on Software DEP,, in Windows XP which can be found in Control Panel -> System -> Advanced -> Performance -> Settings -> Data Execution Prevention. Maybe it’s some CPU setting that’s not enabled, unfortunately I can’t even view those settings due to my company security policy in place on this machine.


  16. November 01, 2012 at 5:41 pm, Kyle said:

    Is windows 8 able to run on a dell dimension 4550? I cant find that option this is a rather old PC i have the required requirements just cant find this option in BIOS.


    • December 30, 2012 at 11:39 pm, Jesus said:

      Hi, Kyle.

      Could you install Windows 8 in your pc? I have a Dell Dimension 4550 as well and cannot find the option in BIOS.

      What did you do?

      Thank you,



  17. November 01, 2012 at 8:04 pm, Hassane said:

    Thank you, ….


  18. November 05, 2012 at 12:57 am, Buv said:

    Thanks !!!


  19. November 10, 2012 at 5:46 am, mehdi said:

    i have “Your PC needs to restart. Please hold down the power button. Error Code: 0x0000005D” error in install w8 and my motherboard is soltek. now what do?


  20. November 13, 2012 at 3:37 am, Y said:

    I enabled that opcion in a Dell Vostro 1310 and nothing happends. The same error! :s


  21. November 13, 2012 at 3:38 am, Y said:

    I enabled that opcion in a Dell Vostro 1310 and nothing happends. The same error! :s But… Thanks! :D


  22. November 14, 2012 at 7:52 pm, Nabs said:

    I have Gigabyte MB and i have enabled the ” No-Execute Memory Protection” but still I am getting this error. Could you plz help me


  23. November 15, 2012 at 8:24 am, joe said:


    I was trying to install windows 8 but i got the same error 0x0000005d, i am not able to reset or access bios, i am using compaq evg 510 cmt PC, pls help me how do i remove the installed os and get back to normal windows xp…please help me..thanks…and urgently required…my pc got hanged…

    thanks a lot to you all in advance..


  24. December 01, 2012 at 12:56 pm, Peter said:

    I’m in the same boat – I have a Dell Vostro 1710 but changing “No-Execute Memory Protection” doesn’t fix the error. Anyone managed to get it running on that?


  25. December 02, 2012 at 10:18 pm, redhat said:

    if your BIOS doesn’t have the option then you can turn on software DEP by going to Control Panel -> System -> Advanced -> Performance -> Settings -> Data Execution Prevention and it will install smoothly afterward you can disable it as well.


    • December 04, 2012 at 6:31 pm, Peter said:

      Many thanks for that but I’m afraid it didn’t work either. I am running Vista Business – not sure if that’s relevant.


  26. December 20, 2012 at 12:04 am, Seb said:

    I have a Dell Inspiron 1440, cpu t6600, doesn’t support hw virtualization and doesn’t have the No-Execute Memory Protection option. I tried the control panel “Data Execution Prevention” option but get the same error in Virtualbox.

    I decided to try out VMWare Player and it worker. The installation of Win 8 32 bit is running ok.


  27. December 31, 2012 at 6:07 am, kurt said:

    sir? how about on Asus motherboard?


  28. February 03, 2013 at 11:19 pm, Jehad Hussein said:

    The first time I see these bios


  29. February 05, 2013 at 11:56 am, kirk said:

    I have an older dell 3000 I can not find the advanced setting to change the “NO Excute Memory option. any ideas other than adding this to the junk pile?


    • February 06, 2013 at 11:09 am, Lê Hoàng said:

      > If you do not have this option. Please go to Control Panel -> System -> Advanced -> Performance -> Settings -> Data Execution Prevention and turn on the feature.


  30. March 17, 2013 at 9:43 am, Neil Pickles said:

    I had the same problem installing Windows 8 in a Virtual Box VM where it kept coming up with the dreaded 5d error, you need to power off your machine etc.

    I checked and double checked all setting and it all looked good, the CPU supported NX/XD/DEP and it was turned on in the BIOS but it still didn’t work.

    I was doing some digging and came across a post that mentioned the DEP settings in System Properties, Advanced, Performance, Settings, Data Execution Prevention.

    This setting has been in Windows since XP I think and the default in my existing Windows 7 Ultimate 32bit host was set to ‘Turn on DEP for essential Windows programs and services only’.

    I changed this to the ‘Turn on DEP for all programs and services except those I specify’, reboot the machine as requested and then when I try to install Windows 8 in the VirtualBox VM, voila, it works.

    I’ve been battling this problem for weeks now and finally have a working solution.


  31. August 08, 2013 at 6:42 pm, Andy G said:

    No-execute memory protection is also known as EDB (execute disabled bit) normally set to disabled, set to enabled, and you can install windows 8.1 preview :-)


  32. November 07, 2013 at 9:13 am, Jole said:

    Thanks a lot. Took care of the problem for me. After 10000 attempts to install Win8 and Server 2012!


  33. November 14, 2013 at 5:33 am, Vijay said:

    Awesome. It works. Great posts! Keep continue to share….


  34. January 22, 2014 at 4:43 pm, SkyNet said:

    Just thought to say thanks!
    In my case it was the “Execute disable bit” that had to be set to “enable” and then it worked.

    Thanks again :)


  35. January 31, 2014 at 12:20 pm, No Name said:

    thank you vey mach

    Really annoying problem has been solved, I thank my friend


  36. February 06, 2014 at 12:30 am, shahan said:

    Hi, Im using Macbook Pro with OSX Maverick… 10.9.1
    which option do i enable and where?


  37. April 02, 2014 at 5:50 am, Muhammad Shehzad said:

    same problem dont have options in my laptop its acer aspire 5741g


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