Install Windows x64 on VMware ESX 3.5

If you are trying to install Windows 2003 x64 on VMware ESX 3.5 and experience the following error:

“Windows failed to start. A recent hardware or software change might be the cause… File: \windows\system32\boot\winload.exe Status: 0xc000035a Info: Attempting to load a 64-bit application, however this CPU is not compatible with 64-bit mode.”

Here is the solution for this issue.

This was test on a Dell PowerEdge 2950 with Windows 2003 x64 installed.

In order to run a 64bit application on ESX 3.5 you must first enable VT extensions in the systems BIOS first.

  • Power down the server and boot into BIOS mode.
  • In BIOS go into Advanced Properties.
  • Enable VT Extensions.
  • Save your settings.
  • Cold boot your system. (This is important. A warm boot does not put VT Extensions into effect).
  • Go into VMware as usual and install your 64 bit OS.

1 comment for “Install Windows x64 on VMware ESX 3.5

  1. December 16, 2009 at 10:27 am

    Thanks for the details. I was running into the same problem. This solution worked great.

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