Running VMware ESX 3.5 and ESXi in Workstation on your desktop PC

by David Davis on September 16, 2008

Looking for information on running  vSphere 4 inside Workstation? Checkout:

Running VMware ESXi 4 / vSphere in VMware Workstation – VIDEO

In my new video, I demonstrate, step by step, how you can run VMware ESX Server 3.5 and ESXi 3.5 inside VMware Workstation 6.5. This is also shown in my Train Signal VMware ESX Server video training course.

While you wouldn’t run ESX in Workstation for a production server, running ESX in Workstation is an excellent way to test and demonstrate ESX Server (and the entire VMware Virtual Infrastructure suite) on a single PC. Think about it – what if you had a single PC with 2 ESX Servers, an iSCSI virtual SAN, and a Windows Server running Virtual Center. With that, you would have “VMware Infrastructure in a box” and be able to run powerful features like VMotion, SVMotion, VMHA, and Update Manager, all on a single PC.

Special thank you to for their “VI in a box” whitepaper that shows how to run ESX Server in VMware Workstation.

{ 50 comments… read them below or add one }

Michael Carrington 09.16.08 at 5:57 pm

I am running Vista Ultimate on an Acer Ferrai 1000 notebook, and I dl VMware Server ESX 3.5 and tried to install it, but it kicked back saying that ESX has to be loaded into a server infrastructure. I am trying to clarify that I can install VMware workstation onto my vista system, then install VMware Server into the VM WS.
My question seems convoluted so I hope you understand what I am trying to ask.

David Davis 09.17.08 at 6:53 am

As I demonstrated in the video, you can install ESX Server or ESXi inside Workstation. However, you cannot install VMware Server 1.x or 2.x inside Workstation.

Tomahawk 09.23.08 at 3:58 pm

You can also run ESX within Fusion on the Mac, I did it a while back, but then I ended up deleting the VM because my trial version of ESX expired. Now that ESXi is free, and that I just picked up the latest VI3 ATDG book from Oglesby, Herold, and Laverick I am going to have to try installing ESXi on the new Fuson 2. Here is a post where I previously mentioned how I got ESX to work in Fusion:

dimi 09.26.08 at 7:52 pm

my ESX in running within a VMWARE Server 1.0.7
but if y try to start a virt.machine in ESX Server:
“you may not power on a virtual machine in a virtual machine”

any Ideas?

David Davis 09.27.08 at 1:31 am

You need to use VMware Workstation, not VMware Server, to run ESX.

Thanks for visiting!


sumdom 10.02.08 at 2:41 am

I just tried it. i am getting an error saying not all hardware virtualization features are supported.

My system is running xp sp3 and latest build of workstation 6.5
AMD-V support is enabled on asus m2npv -vm in bios. RUnning
AMD Athlon X2 5200+…AM2 socket

Does anybody have an idea what could be wrong?

I believe my hardware is AMD-V ready and should be able to run it.

Johan 10.03.08 at 8:20 am

It’s monitor_control.restrict_backdoor=true
not monitor_console…

Luciano 10.05.08 at 7:52 pm


Same here. Hyper-V Server and XenServer 5.0 Express runs flawlessy on my Athlon X2 5200+, but when Execution Mode is set to “Intel VT-x or AMD-V” I get “This host does not support all of the hardware virtualization features required by VMware Workstation. Using software virtualization instead.”

Oct 05 16:47:41.156: vmx| MONITOR MODE: allowed modes : BT
Oct 05 16:47:41.156: vmx| MONITOR MODE: user requested modes : HV
Oct 05 16:47:41.156: vmx| MONITOR MODE: guestOS preferred modes: BT HWMMU HV

Tejas 10.11.08 at 7:09 am

I tried to install ESX server 3.5 on Vmware Workstation 6.5, but during installation it exits stating ‘install exited abnormally’
I have AMD Athlon X2 64 bit processor, with 2 gb ram, Asus M2N-PV-VM motherboard. Is my hardware not supported? Please guide me.

Red 10.21.08 at 2:24 pm


I am running this on an Intelx64 server in VMWkstn 6.5 but appear unable to ping to or from ESX server?

Also tried to install on HP laptop with AMD Turion x2 which I believe to AMD-V complient. I to get “This host does not support all of the hardware virtualization features required by VMware Workstation. Using software virtualization instead.” and it runs dead slow ?

Manoj 10.27.08 at 7:17 pm

I got the same problem as Red. my computer is acer with AMD Turion 64 x 2( which is AMD-V complient). i’m not getting any error messages but it is not working?

AMD Turion 64 x 2
OS : Vista
Running on : workstation 6.5
Memory : 3 GB DDR2

i also tried “Monitor_control.enable_svm = TRUE” this line still the same. not working? any idea?

Luciano 11.01.08 at 11:37 pm

I’ve found the answer:

“Workstation 6.5 only supports AMD-V on Family 10H and later processors (e.g. Barcelona, Phenom).”

Dru 11.12.08 at 9:48 am

hi, im trying to power on a VM within ESXi. I get the following error
“you may not power on a virtual machine in a virtual machine”. I am using Workstation 6.5 and VIC.

got any ideas on a fix/workaround

David Davis 11.12.08 at 7:50 pm

Dru- are you saying that you are running Workstation 6.5 on a VM that is running inside ESXi. If so, sorry, I don’t think that will work.

Ahmad Abdulhafizh 11.14.08 at 12:38 pm

I can Install ESXi as a VM in Workstation 6.5, but I can’t run any *VM* inside the ESXi VM! I get the following error every time I power on the *VM*: “you may not power on a virtual machine in a virtual machine”.
Can you confirm that it’s possible to run a *VM* inside ESXi VM running on Workstation 6.5? and what are the required steps to make it work?

Satya 11.17.08 at 4:36 am

Im using dell inspiron 1420 with 250 Gb HDD, 2 GB RAM, intel 2 GB processor with winodws VISTA operation system.
I installed ESX 3.5 Server in VMware work station 6.0 with IP
When i try to connect this ESX server through VIC ( virtual infrastructure client ) it shows connection failed. even im not pingable
ESX server from other guest OS’s which is installed in same VMware work station with same class of IP. like

can you please give me an advice, How can i connect ESX server..? is there any problem with VISTA..?

rex 11.17.08 at 3:12 pm

I installed ESX 3.5 in VMware workstation 6.5 as you described and everything went well. Except when ESX starts, the system “hangs” with the line: Loading VMkernel mptscsi_2xx.0 (options: ”).
Before this it said “1.vmkernel succeeded”. What can be wrong?

SADEK 11.20.08 at 3:19 pm

I have the same issue:
“you may not power on a virtual machine in a virtual machine”

I installed ESXI on Vmware workstation 6.5 , everything work fine but I can’t create virtual machine on ESXI.

ChrisZ 12.18.08 at 3:09 am

Hi Dave
I am a newbie and kinda late to the game. That’s why I’m into this trouble now… I installed the free version of ESXi (3i) to my Dell XP machine’s C drive( not partitioned) and now when I turn on the machine it boots as an ESXi server instead of an XP machine anymore! also, I couldn’t login tothe server to create VMs because i couldn’t get through the part that says “Warning: DHCP lookup failed. You may be unable to access this system util you customize its network configuration.” Can you please give me some advice here? I’m not much of an advanced PC user and just think it’ll be cool to run multiple VMs in one PC and got into this mass. Is there anyway to restore back to my original PC? if not, how could I move forward to be able to use this ESXi server to create VMs in this computer?

Many thanks

David Davis 12.18.08 at 6:41 am

Your XP install was likely formatted over when ESXi was installed. I would recommend reinstalling XP.
To use ESXi, I would recommend running it inside a VMware Workstation VM or on another PC – then using your laptop to configure and use ESXi.
Thank you,
David D.

chehimi issam 01.09.09 at 1:39 pm

i want to ask about the esx 3i installation on a laptop toshiba that have a processor that support virtualisation
the probleme is in my hard disk; i think that it need scsi hdd
thank u

admin 01.09.09 at 3:46 pm

Concerning running ESXi on a laptop, if you are running it inside VMware Workstation so your laptop only needs to support workstation, not ESXi. Thus, it doesn’t matter if you laptop has a SCSI HD or not.

Thanks for posting!
-David Davis

Franco 01.19.09 at 2:18 pm

I am running ESX 3.5 in a VM using WS 6.5. I created the VM exactly as you described in the video and it installed fine. I was able to start ESX and connect to it using the VIC. I was able to create a VM, in ESX, but when I try to start the VM, in ESX, it gives me an error saying ” You can not run a VM inside a VM”

Abhi 01.27.09 at 1:42 am

Hi. Has anyone tried installing ESX in a typical desktop machine with Core2 Duo with a couple of gigs of RAM? Please give me any information about it.


sunil 02.18.09 at 2:15 am


it is very useful.
i have installed esx server on vmware workstatton 6.0

but i am not able to connect through vmc or http

Please guide me

rarroyo29 02.22.09 at 4:44 pm

This does not work with ESXi Update 3

Tom 03.20.09 at 3:22 am

The most important thing is you have one suitable CPU in your box.

I have vmware workstation 6.5 but don’t have one suitable AMD or Intel CPU.


REW 06.03.09 at 6:21 pm

I want to run ESXi 3.5 on VM Server 2.0 as described in this video and the XtraVirt white paper. I tried on the following HW:

HP Pavilion v4t with Intel T6400
Dell Inspiron i545 with Intel Q8200
HP Pavilion a6745f with AMD Athlon X2

All of these ran unbearably slow. The white paper says that virtualization must be supported in the CPU, which explains why the 2 Intel processors did not work. The 3rd box with the AMD does have AMD-v, and I did enable the virtualization in the BIOS. However, another white paper explains that:

“AMD-V is supported on all AMD64 Family 10H or greater processors (e.g.
Phenom or Barcelona). It is not supported on Family 0FH processors.”

In this AMD revision guide:

I see Athlon X2 listed in a table of AMD family 10h processors, yet it did not work. This is also confusing because I thought Athlon X2 was pre-10h.

Before spending the time to buy and install another box, I would like to know whether anybody has purchased a reasonably priced computer recently that successfully supported ESXi on VM Server. I know that Intel Q6600’s were plentiful and affordable earlier, but I cannot easily find them now.

Has anybody successfully used HP Pavilion with Phenom X4 9550? Any other hardware I can easily buy today that someone successfully ran with ESXi on VM Server?


anthony 08.02.09 at 7:46 pm

Hello David,

I saw that you will put the cbt training vsphere out soon. but on 10 video I don’t see anything that upgrade video from either 3.x up to 4? are you plan to have one too? thanks

David Davis 08.03.09 at 9:43 am

Hi Anthony,
Thank you for your comment!

Please checkout my new video on this site-
Running VMware ESXi 4 / vSphere in VMware Workstation – VIDEO

Also, take a look at my new VMware vSphere 4 video training course, soon to be released!

Thanks again,

Leon 11.26.09 at 6:36 pm

I have setup VM workstaion 7 on a Windows 7 (64 bit) OS. I was able to successfully setup ESX 4.0 as a VM & can access it from a second VM running virtual Center. The only problem I am having is creating a VM in side the ESX VM. I get the following message when booting up the ESX VM.
“Nested VMs are not supported with software virtualization for the outer VM. If you want to run nested VMs under your ESX VM, you need a host on which VMware Workstation supports hardware virtualization.”
I have enabled VT in the bios on the physical host & from my understanding if the CPU didn’t support VT, I will not even be able to install ESX as a VM?
The pysical Host CPU = AMD Athlon ™ Processor 1640B (AMD K8)

ram 12.20.09 at 2:20 am

hi i have got toshiba core 2 duo with 2gb ram running vista and cent os but when i am trying to install esxi it says “fail to load lvmdriver”
would u pls suggest me

admin 12.23.09 at 8:35 am


Checkout this post in the VMware Community that covers the error “fail to load lvmdriver”-

Hope that helps!


Rakesh 01.07.10 at 7:26 pm

AMD Phenom Quad core + 2GB RAM, I have installed VMware Workstation 6 and installed this ESX 3.5 Server under
VMware workstation 6. I m trying to create virtual guest machine using VMware infra Client 2.5. After configuring
Windows 2003 server as guest OS under ESX server I am not able to power on it gives error “You may not power on a virtual machine in a virtual machine”. Also I have configured those given entries for .vmx file for VMware ESX3.5 server only.

ethernet0.virtualDev = “e1000″
monitor.virtual_exec = “hardware”
monitor_control.restrict_backdoor = “true”

Pls let me know how do i solve it.

David Davis 01.08.10 at 1:03 pm

Make sure that you check your VM hardware version and make sure that it is 6+.

Also, make sure that your computer BIOS has AMD-V enabled.


Shanti 03.02.10 at 1:22 am

Hello Rakesh, Have you solved it? I am also having same problem. “You may not power on a virtual machine in a virtual machine” also after editing .vmx file.
Can anyone help me?

M.Muetstege 03.07.10 at 4:02 pm

I tested with vmware workstation 7 and created a ESXi cluster with two nodes and virtual center. I used openfiler for iSCSI. (I have my VCP3.x and I like to upgrade my VCP to 4 and a test environment is the best practice).
Inside this cluster I run a debian linux guest. I can do a migration and other great tests!
My machine is a Dell laptop Studio with a Intel I7 and 4GB ram (I look for 8GB but it is to exspensive now)
After testing vSphere I was curious about Xenserver 5.5
I installed a Xen cluster on my vmware workstation. This time I did not use iSCSI but use NFS shared storage from my openfiler (iSCSI gives some problems with Xenserver running on Openfiler). And YES! it worked, I even manage to run a guest inside Xenserver (I used LAMP virtual appliance to run inside Xen). All free options work (like live migration)
Now I want to test Hyperv, to get knowledge of all popular VM products…..but I cannot start any guest :-(……
If someone can find a workaround to run Hyperv with working guest on VM workstation…please let me know…If anyone wants to have information about configure ESXi or Xenserver on VMworkstation…mail me.

Alampanah 04.25.10 at 10:15 pm

Hello sir when i install vmware worstation on laptop Lenovo g530,shows message ,your hardware is not supported.So please REply any one install this.THNX

Devaraj Venugopal 05.06.10 at 1:52 am

I need to practice the ESX server using my Laptop, but i dont have the step for the installation, i Have VMWare 6, 6.5 also, can you kindly provide me the step to install the ESX 3 /3.5 in the desktop vmware workstation

Raul Valencia 07.07.10 at 3:41 am

Hi, i was able to install VM ESXi3.5 as guest with VMware Workstation 7 on my Dell Latitude E6400 Laptop but I encountered some issues like; NIC IP assigned is, I tried configuring it using “Configure Mgt Network but nothing I can do but to “restore factor settings” only.? I can go to the console thru ALT+F1 but I could not type any on the console either. Need your help and thanks in advance.

Andrew Baron 07.19.10 at 1:38 pm

Hello David,

I am running an older Dell Inspiron 9400 laptop with 2GB RAM and an Intel Centrino Duo processor. I believe the hardware supports virtualization but I’m not sure if I can install VMWare workstation and ESXi on this. Will I need a faster processor on a newer machine in order to do this?


preston 09.01.10 at 2:22 pm


you will need more memory. The ESXi will install with less than 2GB of ram allocated to it.

Arya 09.17.10 at 1:18 pm

Most people here are facing issues with Powering On ESXi/ESX when installed within VMware Workstation.

For you to be able to run a ESX on VM Workstation, You would first need to install another OS and then inside that (VM) O/S, You will be able to run ESX Just fine.

My setup is as below:-
Ubuntu >VMware Server (Free) > ESXi > and within ESXi, I have 2 More ESXi’s, with One VM’s Each, 1 W2k3 Server (Acting as VCenter Server) and one RHEL 3 VM, acting as nfs store.

It works just fine, without any issues.

Hardware :-
AMD Phenom X4 64 Bit CPU
4 GB Ram
Asus MB

Hope this Helps!!!!!

Theodore 10.16.10 at 11:42 am

Hai Dave,
I have installed esx4.1 on vmworkstation. Now connected through vsphere client and build a Vm (nested vm) when i start the vm in vsphere client it comes up with error message “Running Vmware ESX in a virtual machine requires the outer virtual machine to be configured for running a VMware ESX guest OS . you cannot power on a VM until the outer VM is reconfigured ” how to configure the outer Vm i.e. VM workstation to run nested VM.
Thankyou in advance

anuj 10.24.10 at 6:23 am

thanks mate that what i am looking for

cheers 🙂

Troy 10.28.10 at 9:48 am

I have vm workstation 7 installed on a Dell Optiplex 780, Intel Core 2 duo cpu e7500@2.93 gHZ, 3.21GB Ram. added lines to .vmx
monitor_control.restrict_backdoor = TRUE
monitor_control.vt32 = TRUE
Error during loading.
the cpu has been disabled by the guest operating system

Troy 10.28.10 at 10:27 am

Regarding my previous post, the the cpu has been disabled by the guest operating system error occurs when trying to install ESXi 4.1 on vm workstation

admin 10.28.10 at 10:36 am

Hi Troy,
I haven’t seen this error before but have you looked at the VMware KB article that sounds like a similar error in Workstation?
Hope that helps!
Thanks for visiting the site,

Deepak 01.03.11 at 1:52 am

I have Core 2 Deo machine with 3GB RAM,
80 GB HDD to store VM’s…… I am trying to install ESX3.5 on workstation 7, with H/W compatibility – Workstation 6.5. When I completed GUI installation & reboot, it takes more than 2 hours to complete the process.
I have configured the VM as,
Processor – 1
RAM – 1 GB
HDD – 40GB
After the process completed, when I ping the ESX server it Replies with trip time is in between 336ms to 2430ms & it’s not access by any browser. Please tell me what’s wrong happened…………………

admin 01.03.11 at 5:46 am

Wow – 2 hours!
This is strange… I have seen ESX run slowly in WS but this is amazingly slow… Honestly, I don’t know the exact cause. I would suggest trying to increase the RAM on the ESX VM to 2GB & retesting.
You could also try running ESX 4i as it is going to be thinner – much faster to install and boot.
Hope that helps!

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