SysPrep a Windows 7 Upgraded Machine

When working in any kind of company, I love imaging computers.  When there is a problem with a machine you can quickly blow down the company image and get the computer or laptop back to the user as quickly as possible.  Recently when working on a Windows 7 image that I had inherited from a previous administrator I ran into an interesting error while trying to run SysPrep on that Windows 7 machine:

sysprep cannot run on a computer that has been upgraded from a previous version

After doing some background research, I found that the Windows 7 image on the server was an updated image, the original laptops came in with Windows Vista, and was upgraded to 7 before the image was created.  So I went online to see if there was anyway to do SysPrep with an upgraded Windows 7 install.  Most articles that I found, just gave you normal directions on doing a SysPrep and none answered this question.  So finally I was able to find the answer, it all lies within a single registry key:


There was a key called “upgrade”, that once deleted lets you run SysPrep like normal.  Delete that key and you are good.



  1. I had the same problem. Only, I got to “HKEY_LOCAL_MACHINE\SYSTEM\Setup”, and yet there is no key labeled “upgrade”

  2. Hi,
    I have the same problem and can’t run Sysprep. BUT
    I do not have registery entry “Upgrade” to delete?
    Any other solutions – advise please?

  3. how do i get in to delete the “upgrade” line from registry entry? I don’t know how to get into the registry to delete it. Thanks!

    1. Before you follow the directions for getting into the registry, I always make sure I mention three things.

      1) Make sure you backup your registry
      2) Make sure you know what you are doing
      3) If you mess something up your registry you may mess up your computer

      Now understanding these issues, click the windows icon (in the lower left) and type regedit and hit enter. This will open windows registry editor and you only need to follow the path listen in the article to found the find the upgrade key and remove it.

  4. I was able to do this thanks for the post. Question though, how do I get windows to reactivate? do I need to add the registry key value back after I move to my new system with sysprep? The activator is saying that I cant activate (due to this being an upgraded license) If I do need to add the value back can anyone post a link to this value that I can use? I believe it was a DWORD or binary key value but I forgot the #1 rule….back up registry before you mess with it!!!

  5. Thx, you just saved me lots of time. Did this on a windows server 2012 upgrade to server 2012 R2. Works like a charm.

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