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Workstation 10 issue with recent Microsoft Windows 8.1 Update

We noticed that a recent Windows 8.1 Update (KB2995388) may cause issues when running VMware Workstation on a Windows 8.1 host with this update installed. User will see an error message “not enough physical memory” when booting up a virtual machine.


Our team is trying our best to fix this issue with an software update if needed, in the mean time this blog post will talk about the temporary workaround.

This Windows 8.1 Update KB2995388 is labeled as an optional update, if you haven’t installed this update and you are running VMware Workstation on your Windows 8.1 host, we suggest you do not install this update yet.

If you have installed this update and you need to run VMware Workstation, you can follow the steps below to uninstall this update as a temporary solution.

Go to Control Panel -> Programs -> Programs and Features, then select View installed updates at the top left corner.


Scroll down the list and locate Update for Microsoft Windows (KB2995388), select it and click on the Uninstall button, and follow the steps to finish the uninstallation, then you can boot virtual machine with no error message displayed.


We apologize for the inconvenience and currently are working on a fix to resolve the issue.

34 thoughts on “Workstation 10 issue with recent Microsoft Windows 8.1 Update

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  2. Peter Pitterling

    Hi, i found another workaround, without installing the suspicious update. Just start VMware Workstation with Administrator rights. BR

    1. Tony Apuzzo

      For what it’s worth, neither running as Administrator nor adjusting the VMware Workstation’s config.ini worked for me. I had to uninstall the update. My machine is Windows 8.1 on a Core i7 with VT-x and VT-d enabled if that makes any difference.

    2. Adam

      I am running windows 8.1 on an i7 3930 with 64Gb of Ram and it said I did not have enough memory! I have all updates installed and I tried running VMware Workstation 9 in Administrator mode and it worked for me. This did happen just after I performed the windows update so it was probably because of something from the update so I wouldn’t be surprised if removing the particular update would cause it to work again. Until I can find literature about what that particular update did, I’ll just keep running this in administrator mode.

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  4. Rosalino Castro


    From: http://www.eightforums.com/virtualization/55478-not-enough-physical-memory-error-message.html
    This fix is from VMware communities:
    As a workaround:
    Open the config.ini file located at C:\ProgramData\VMware\VMware Workstation.
    Add this line:
    vmmon.disableHostParameters = “TRUE”
    Save & reboot your PC

    BUT this doesn’t work with Player, as there is no config.ini (or I haven’t found it). So I applied your “uninstalling method” 😉

    Thank again

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  6. Tobias

    The config.ini trick does work with vm player:
    I copied the config.ini file I found at C:\ProgramData\VMware\VMware Player to my desktop
    I then added the line vmmon.disableHostParameters = TRUE and saved it.
    I then copied the new config.ini file to both C:\Program Files (x86)\VMware\VMware Player and also to
    C:\Users\YOURNAME\AppData\Roaming\VMware because I noticed the last path was written in the VMware.log file
    After I rebooted all my VM’s worked…

  7. Mark

    I had this yesterday morning.. so I switched to a different PC and left the Host (of virtual machine) PC running. After an hour of sitting there, it seemed to free up whatever lock it had on the RAM and let me use the VM again. Has anyyone else experienced this?

  8. tmaltesen

    I have the same problem, “Not enough Physical Memory”
    Just booted the computer after a Windows Update and now I cannot start VMware Workstation.
    I have 16 G of memory and more than 14 G free so it clearly has nothing to do with actual physical memory.
    I have no config.ini file in my installation.

  9. Damian

    Look in the Windows Eventlog, you’ll find a message from the Source “ApplicationExperienceInfrastructiure) stating, EventId 1

    “The application (VMware Workstation, from vendor VMware, Inc.) has the following problem: To function properly, VMware Workstation must be reinstalled after you upgrade Windows.”

    Simply do it 😀

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  11. Alenka

    Reruning installation of vmware to repair it seems to work for me. Still testing it but at least the VM started after i did this

      1. Abdullah Lubbadeh

        That’s right Marco, but as an eCommerce software developer I rarely need to restart my pc and I couldn’t find out until today. :3

  12. Timch

    My workstation 10 automagically started working today, even though no new updates for windows or vmware seems to be installed.

  13. Derek

    When will a fix be out? Not interested in uninstalling the update that makes windows 8 better, it needs every update it can get.

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  15. Pavel

    Same thing here. But i tried to run Workstaion 10 as an administrator, then following reboot and i can run VM as normal user. No need to uninstall this KB2995388!

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  18. Carl

    KB2995388 is an OPTIONAL security related update from M$. Optional w.r.t. security means leave it alone as there is no security risk by not installing it.
    I uninstalled the KB2995388 update and all VMs worked again.

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  20. Klaus

    It’s very poor, that VM-Ware not found a solutrion to fix this problem after two weeks.
    My next software will be VirtualBox.
    The Support here is very good…

  21. Jacek

    None from above didn’t work for me.
    Reinstalled VMware workstation 10, repaired, there is no config.ini file, it s also not workinin started as a administrator. So, i have only waist a time.

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