"Setup Cannot Upgrade Some Settings" Error Message When You Reinstall Windows XP

Support for Windows XP has ended

Microsoft ended support for Windows XP on April 8, 2014. This change has affected your software updates and security options. Learn what this means for you and how to stay protected.

This article has been archived. It is offered "as is" and will no longer be updated.
IMPORTANT: This article contains information about modifying the registry. Before you modify the registry, make sure to back it up and make sure that you understand how to restore the registry if a problem occurs. For information about how to back up, restore, and edit the registry, click the following article number to view the article in the Microsoft Knowledge Base:
256986 Description of the Microsoft Windows Registry
When you try to reinstall Windows XP, Windows Setup may repeatedly start and stop, and then you receive an error message similar to the following:
Setup cannot upgrade some settings. After setup completes, you may need to reinstall one or more programs.
Also, the Setup error list may contain the following error messages:
IE Migration: No Rating Migration

Private.inf does not exist.
MigMainInit:MemDbload would not load C:\Windows\setup\ntsetup.dat (ERROR=3)
W95UpgNt_Migrate: MigMain_Init failed (ERROR=3)
As a result, you cannot log on to Windows or complete Windows XP Setup.
This behavior can occur if, after you successfully install Windows XP, your registry becomes corrupted and you try to reinstall Windows XP.
To resolve this issue, remove the entries in the Boot.ini file that point to the Windows XP upgrade, and then restore the Windows XP registry.

WARNING: If you use Registry Editor incorrectly, you may cause serious problems that may require you to reinstall your operating system. Microsoft cannot guarantee that you can solve problems that result from using Registry Editor incorrectly. Use Registry Editor at your own risk.

To do this, follow these steps:
  1. To remove entries from the Boot.ini file, start the computer by using the Recovery Console or a boot disk, and then hide or remove the Boot.ini entries that point to the Windows XP upgrade.For more information about how to do this, click the following article numbers to view the articles in the Microsoft Knowledge Base:
    305595 How to create a bootable floppy disk for an NTFS or FAT partition in Windows XP
    307654 HOW TO: Install and Use the Recovery Console in Windows XP
    160899 How to Hide Boot.ini Entries from Displaying After Multiple Installations
    229716 Description of the Windows Recovery Console
  2. Repair the Windows XP registry.For additional information about how to repair the Windows XP registry, click the article number below to view the article in the Microsoft Knowledge Base:
    307545 How to Recover from a Corrupted Registry that Prevents Windows XP from Starting
    NOTE: If you cannot start the Windows XP Recovery Console, start the computer by using a boot disk.

Article ID: 316417 - Last Review: 01/12/2015 19:36:35 - Revision: 2.0

  • Microsoft Windows XP Home Edition
  • Microsoft Windows XP Professional
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