How to install VS 2005 and MSDN for VS 2005 on XP without SP2

Microsoft has an internal program for testing hotfixes that apply to Windows XP SP1 that asks some employees to not install XP SP2.  Some of the people in this program have wanted to install VS 2005 and when they tried, they ran into the blocks in VS setup that require XP SP2 to be installed.  VS 2005 setup does not have any technical requirements on XP SP2, but the block is in place to encourage everyone to upgrade to SP2, and also to reduce the test matrix.  If you are running into this block and really need to install VS 2005 on a system that is running Windows XP without SP2, you can use the following steps.  Please note that these steps are not officially supported and I would recommend installing XP SP2 before installing VS 2005 if at all possible:

  1. Navigate to the setup subfolder on the VS 2005 DVD and run VS 2005 as follows to skip all prerequisite checks - setup.exe /NO_BSLN_CHECK

Important note - if you use the above option, none of the prerequisites for Visual Studio 2005 will be installed.  You need to make sure to manually pre-install Windows Installer 3.1, the .NET Framework 2.0 and the MSXML 6.0 Parser using the setup packages located in the wcu subfolder on the VS 2005 DVD.  Failure to do so will result in errors during the VS installation process.


  1. Launch regedit.exe
  2. Go to HKEY_LOCAL_MACHINE\System\CurrentControlSet\Control\Windows
  3. Change the CSDVersion value to be 512 or higher (0x0000200 in hexadecimal)
  4. Close regedit.exe and install Visual Studio 2005
  5. Rerun regedit.exe and change the CSDVersion value back to what it was originally

Once VS 2005 is installed, you will run into a separate block while trying to install MSDN.  To workaround this, you can use the same registry-based workaround listed above, or do the following:

  1. Install Orca if you haven't already (you can get a copy here without downloading the whole Windows Installer PSDK)
  2. Copy the contents of the VS 2005 DVD to your computer
  3. Right-click on the file msdn.msi and choose Edit with Orca
  4. Go to Launch condition table and remove the row with the following data in the condition column: "(VersionNT>501) OR (VersionNT=500  AND ServicePackLevel>3) OR (VersionNT=501  AND ServicePackLevel>1)    The minimum operating system requirement is Windows 2000 SP4,  Windows XP SP2, or Windows Server 2003"
  5. Save and close msdn.msi
  6. Install MSDN from the local copy

Note: after changing the CSDVersion registry key or modifying msdn.msi using Orca, you will need to use the following command line to install MSDN:  msiexec /i msdn.msi SETUP_EXE=yes

<update date="8/26/2005"> I didn't specify clearly enough when I posted this last night that these steps are not "officially" supported, I must have been a little tired and left off the disclaimer I normally write when I post tips like this.  I've added it above.

<update date="11/8/2005"> After receiving email from Fabrice based on the comments posted here, I realized that there is an additional step needed to install MSDN after using the workarounds listed above.  I've updated the steps accordingly </update>

<update date="4/5/2006"> Added a caveat to option 1 above that you must manually install prerequisites in order to use this option </update>


Comments (38)
  1. Aaron Stebner explains a couple of little tweaks you can do to install Visual Studio 2005 on Windows…

  2. untitled says:

    اگه مي‌خوايد VS 2005 نصب کنيد ولي علاقه‌اي به نصب سرويس پک&amp;nbsp;2 XP نداريد، اين مطلب رو بخونيد.


  3. Hi Mahen – the way you describe in your blog appears that it would work also, but it will only work for the Express editions. Also, installing the MSI directly from inside ixpvc.exe (or any of the other Express packages) does not get tested at all by the product teams and I think it will have other side effects (such as the addremove programs entry being broken for the product) so I would suggest using the steps I posted if you need to install VS on XP without SP2.

  4. Sven says:

    Hi Aaron,

    the CSDVersion trick works fine. But why the VS 2005 installation program complains about the missing SP2 if it doesn’t really require it?

    I’m still working with SP1 because I’m developing with VC6 which can’t read the debug information symbols from SP2.

  5. Hi Sven – the VS 2005 installation program complains because it has data files that tell it that XP SP2 should be a requirement before allowing setup to proceed. There are a few reasons for making this a requirement:

    1. XP SP2 contains a newer version of Windows Installer, so that does not have to be installed separately.

    2. XP SP2 has a lot of security enhancements and other bug fixes that help improve the overall security and stability of the OS and of Visual Studio

    3. Requiring a minimum of SP2 greatly reduces the test matrix for the teams who test VS 2005

    Unfortunately there are specific scenarios where some folks cannot upgrade to XP SP2, such as your debug information scenario with VC6. I provided this workaround as an unofficial solution specifically for this type of situation where folks want to try VS 2005 but cannot yet upgrade to XP SP2.

  6. Sven says:

    That sounds convincing. Thanks for your workaround, it helped me a lot. So I can still develop with VC6 and build the x64 apps on the same machine.

  7. Fabrice says:

    Has anyone managed to install the MSDN part this way?

  8. Hi Fabrice – changing the CSDVersion registry key or removing the launch condition using Orca like I describe above should both work for installing MSDN. Please contact me using if the steps do not work for you.

  9. Will says:

    Thanks for the work around. Installed visual studio fine, had some trouble with MSDN. in the end I used Orca to remove the clause to check if run from setup.exe (obviously the other check aswell) and then it installed fine. I tried to run from command line using parameter SETUP_EXE=YES but it gave the SP2 required error. thanks anyway,


  10. Hi Will – can you double-check that you removed the correct launch condition from the MSDN MSI by re-opening it in Orca? If the launch condition is removed, there is not any way that an SP2 error message could happen because that is the only place that any OS checking happens within that MSI. If you are still unable to get this to work please zip and send me a copy of the MSI that you modified so I can take a look. You can send it to

  11. yinh says:

    hi,astebner,i used the 1st method to install vs2005(setup.exe /NO_BSLN_CHECK),it wroks fine.but then i used the 2nd method(modify the registry) to install msdn,it failed…why?

  12. Hi Yinh – it appears that the registry trick will not work for MSDN because Windows Installer does not use the CSDVersion registry value to detect the service pack level for Windows.

    If you really need to install MSDN without installing XP SP2 you will need to modify the msdn.msi using the steps listed above. Then, you will need to run the MSI directly by running msiexec /i msdn.msi SETUP_EXE=yes.

  13. James says:

    Nice, i used this trick to install Adobe Audition 2.0. 😉 and it works!

  14. ronachers says:

    thank you, will try it out

  15. dd says:

    I installed using the E:vssetup.exe%20NO_BSLN_CHECK method.

    it goes for a while then this error message comes up.

    Error 1723. There is a problem with this Windows Installer package. A DLL required for this install to complete could not be run. Contact your support personnel or package vendor.


  16. Hi DD – Is the E drive your CD-ROM drive, or did you copy the contents of the CD’s to your hard drive?  If you copied to your hard drive, have you copied all of the CD’s (and not just CD1)?  Can you please try to use the steps listed at to enable verbose logging and reproduce this issue so we can see if we can narrow down the root cause of the 1723 error?

  17. tomm says:

    I had the same problem with Error 1723. After installing Microsoft Installer 3.1, it went away…

  18. Funnyboy says:

    Please be aware, that by setting this switch, no prerequisites are checked.

    Make sure you have installed :

    Windows Installer 3.1

    .NET Framework 2

    Microsoft XML Parser 6

    or else you WILL get errors.

  19. Hi Funnyboy – The only option of the ones listed above that will cause no prerequisites to be checked is the first one (using the /NO_BSLN_CHECK switch for setup.exe).  If you choose that option, you are correct that you will need to make sure to preinstall Windows Installer 3.1, the .NET Framework 2.0 and Microsoft XML Parser 6.0 or you will see errors during VS setup.  I will update the main blog post with this important note as well.

  20. shabNam says:

    Hi guys,

    Can anyone tell me how do i install VS 2005 wihout SP2 and without the CD . I mean i do have the cd for vs 2005 or .Net framework but so i want to download the free version from the internet. Is it possible to do so without SP2? If so can you please please tell me how to?

    thanks in Advance

  21. Hi shabNam – I am not sure what you mean by the free version, but I assume that this is referring to the VS 2005 Express Editions.  If so, the list of suggestions at the top of this blog post should work for the VS 2005 Express Editions as well.  Please let me know if you run into any problems while trying it out.

  22. shabNam says:

    Hi Astebner,

    Thanks for ur prompt response.

    Well yea I am downloading the C# express edition.

    I’ve got Visual Studio 6.0 installed on my Pc but thats not good enough for ASp.NEt and C# programming is it?

    -I want to build a database driven website using ASP.NET and C# can you please advise me on what tools I need?

  23. Hi shabNam – The list of suggestions at the top of this blog post should work for Visual C# 2005 Express Edition.  Please let me know if you run into any problems while trying it out.

  24. Vladimir says:

    Hello everyone,

    I’ve tried to install orca, but when i choose the install type and press Install, i get installer error ‘error reading orca.msi’, with retry/cancel buttons. I downloaded the file few times and tried all the install options, but it doesn’t change, like file is corrupted.

    Anyone had this problem?

  25. Hi Vladimir – I have not heard of any issues downloading and installing the copy of Orca linked to in this blog post.  It is a Windows Installer 3.1 MSI, so if you don’t already have Windows Installer 3.1 installed, you will need to install that before you can install Orca.

  26. Vladimir says:

    Hi Aaron,

    Thank for the response. I’ve just tried it and it works. Maybe it’s because I didn’t reboot the machine after installing the Windows Installer, that’s the only trick I didn’t try 🙂

  27. Scuotiliancia says:

    Hello, I would only like to install VB 2005 Express Edition on a WinXP computer without SP2.

    Is there any quick way of doing it?


  28. Hi Scuotiliancia – The registry configuration option listed above should work for the Express Editions in addition to the other Visual Studio editions.  Can you please try that out and see how it goes for you?

  29. PeterF says:

    It worked great for me, but SQL server 2005 that’s bundled with VS 2005 wouldn’t install. Do you have a work around for this as well ?



  30. Hi PeterF – I’m sorry, but I don’t know the inner workings of SQL 2005 setup well enough to advise a workaround that would allow you to install that product without installing Windows XP SP2.  I would expect the registry-based workaround of changing the CSDVersion registry value to work because that is the most common way of checking OS service pack level, but SQL setup might not rely on that.  You may want to try to use a file or registry monitoring tool like FileMon or RegMon from to determine what SQL setup is checking when it looks for Windows XP service pack level.

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