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  1. slivy58's Avatar
    Should be noted that the thread title is wrong (my bad), this is build 10162 (PC) and not the mobile version shown...

    That's the error I get when attempting to upgrade my HP ProBook 4520s (i5/8Gb/SSD) from Win 8.1 Pro 64-bit to Win 10 Pro 64-bit (build 10162) via an image burned to a thumb drive, works perfectly until it gets to the second boot phase and then just hangs, no HDD activity and the screen stays back-lit but blank, like you know, a deer in the headlights LOL... Have used this build to upgrade a much older Toshiba laptop and few years newer Samsung Ultra-Book w/o issue, used same method with both receiving build 10240 via updates. In the end, after a few hours wait mind you, my only recourse is a manual shutdown, upon powering back on it attempts to resume the installation but then informs me it is restoring my previous version of Windows, which it does successfully, prior to booting to my desktop I'm greeted with the message saying "The installation failed SECOND_BOOT phase with an error during BOOT operation" and that's where the error code mentioned in the title appears.

    So, I Googled, Googled, Googled aaaaaaaand Googled some more, tweaked as per suggested if applicable (updates, drivers, cleaning, disabling devices etc} then repeating the upgrade process, sadly it's all to no avail as it refuses to upgraded period, not even sure what the outcome would/will be if I attempt a fresh install as was hoping that'd be my last resort, oh wait, think we are already there haahaha.

    Been using a PC since 1988 and must say these codes are a farce taking one on a wild goose chase, in all my years of encountering them only about 5% have been useful and direct whereas the other 95% could have umpteen reasons for it being, not sure why an "error code" couldn't be more precise rather than having a "take your pick" attitude, the auto industry and such can do it so why can't they?

    Anyone else have a similar experience upgrading to Win 10 and what about this particular error code, any off-the-top-of-your-head suggestions?

    EDIT - Suggestion for the "NEW" error messages: "SORRY, BETTER LUCK NEXT TIME HAAHAHAHA"
    Last edited by Elky64; 07-31-2015 at 12:34 AM.
    07-24-2015 11:04 PM
  2. ttsoldier's Avatar
    Have you tried a "Refresh windows 8.1 but keep your files" option and THEN try the upgrade?

    I would think that something, somewhere is corrupted.
    slivy58 likes this.
    07-24-2015 11:26 PM
  3. slivy58's Avatar
    Thanks for your suggestion ttsoldier, was debating in doing that but my brain was in an endless bootloop (LOL) from the previous processes and though I'd wait a bit, will give her a go and post back if we have anything to report.
    07-24-2015 11:50 PM
  4. slivy58's Avatar
    Update #2

    Made two attempts to "refresh" my HP ProBook's Win 8.1 whilst opting to retain my programs/files/settings but it too failed, gets stuck at around the 68-69% mark during the "Setting up a few more things" process, it generated the error code 0x101-0x4000D which appears, once again, to be about as useful as tits on a bull. At this point I have no idea as to what the problem could be (software/hardware) since it gives me no sense of direction, I might add that even though this laptop is of 2010 vintage, it has been rock solid, use it for HD video editing and the like and never had an ounce of problem nor any crashes period, very strange indeed... Think these attempts to upgrade/refresh are taking its toll though :(.

    My only recourse it seems now is for me to do a fresh install (complete wipe) of Win 8.0-8.1 before upgrading to Win 10, from my understanding a fresh install of 10 can't be preformed until one has upgraded first, can but, to meet the prerequisite from MS in receiving free upgrade no, feel free to correct me if I'm wrong.

    Just to be clear, I'm not running any 3rd party antivirus or the like and nothing out of the ordinary over my other 'puters, pretty much setup similarly w/video editing software being the only differences.
    Last edited by Elky64; 07-25-2015 at 03:02 PM.
    07-25-2015 10:22 AM
  5. slivy58's Avatar
    Update #3

    This whole ordeal is becoming a complete pain in the ars, made some headway but my ProBook refuses the upgrade to Win 10 Pro, keeps encountering same old same old no matter what, below is my progress...

    Performed a complete wipe and did a fresh install of Win 8.1 Pro, applied all system and app updates but never installed any personal programs or files, went very very smooth buuuut...

    Attempted the Win 10 Pro upgrade once again but during the "Installing features and drivers" the screen goes blank at around the 75% mark of the circle progress indicator (100% for the counter at bottom), screen is still back-lit yet HDD ceases all activity. Getting frustrated, I go through my hardware and update BIOS and SSD firmware along with display adapter drivers, now I'm thinking that should do it, WRONG!!!, same results time after time with not an ounce of info as to what it could be, no BSOD, no messages displayed prior, during or after other than what the title of this thread states due to a "SECOND_BOOT" phase failure, in the end it reads "Restoring your previous version of Windows..." and we end up back in 8.1.

    At this stage, since there has been no personalization and my media is at the ready to reinstall 8.1 I might just try a fresh install of Win 10 build 10162 just for the heck of it, not sure if build 10240 would provide better results but since I don't have such on hand so it doesn't really matter, doubting whether it'd be any different.
    Last edited by Elky64; 07-25-2015 at 06:51 PM.
    07-25-2015 05:00 PM
  6. slivy58's Avatar
    Update #4

    Correction: I made reference to installing Preview Build 10166 but it is actually 10162...

    We finally achieved success, opted for the "Keep personal files only" approach and the install completed although there were issues, my Network Adapters were non-functioning and required my intervention to update the drivers, assuming this was the problem all along in that there were no proper Win 10 drivers, why couldn't Windows have pointed me in that general direction, suppose that'd be too easy as it's not like were dealing with anything too intelligent right. Now we wait for Build 10240 to arrive hoping that it isn't going to be a thorn in our side too, curious if anything will change in regards to activation which wasn't a problem for my other two PC's, still have 3 more computers to go so crossing my fingers they don't encounter the same fate as my HP did, probably will wait though for the official release before upgrading them.
    07-25-2015 08:15 PM
  7. ttsoldier's Avatar
    Glad to know you got it sorted out :)
    07-25-2015 09:10 PM
  8. slivy58's Avatar
    Glad to know you got it sorted out :)
    Update #5

    Not so fast ttsoldier, build 10240 came through the door and we encountered the same issue(s) associated with trying to install build 10162 (sigh!), tweaked BIOS setting so anything and everything that could cause problems was eliminated but nada, this has got to be my worst experience trying to install an OS ever on a system that is more than capable, adding to the frustration is the total lack of information as to the reasons why. Thought updating BIOS, drivers etc. had resolve but obviously not, could be some failing hardware yet one would never know it from how the laptop runs under daily use, unless this problem can be figured out it'll be a regular occurrence whenever a major update comes out... Looks like no Win 10 for me LOL, on this system anyways.

    Right now I'm trying a couple more things but we're at the point where we have almost exhausted all of our options, beside going to the extreme and swapping out components (HDD/memory/etc.) or worse, buying a new laptop, not sure what else I can try. Like I said before, my ProBook has never given me an ounce of problems or indicationed hardware is failing, up to this point anyhow, the mystery will continue until I choose to throw in the towel which ain't too far off now.

    The saga continues :(...
    07-26-2015 12:27 PM
  9. slivy58's Avatar
    Update #6

    Threw in the towel and reverted back to Win 8.1 Pro (fresh install), the process was fast, flawless annnnd painless which makes me wonder about 10, can only assume they haven't got it quite right at this point going by my trial and tribulations, maybe it'll never be in my ProBooks case so who knows, either way, the ride has been far from fun but I'm a bit more the wiser, as the sayin goes "if it ain't broke, don't f*#k with it" LOL.

    So two successes and one fail which isn't great but OK, now only 4-5 more to go yet we're a tad gun-shy after this escapade, debating whether I should be afraid, reeeeal afraid

    Edit: So did update another (desktop) last night and all went flawlessly, has me wondering what makes my HP so different during the upgrade process over the rest other than the obvious, not making much sense at this point but I'm bound and determined to find out.

    One thing I noticed while attempting the upgrade to 10240 compared to 10162, upon forcing a shutdown after the failed install then powering back on, it tried 3-4 time to resume but kept rebooting, at one point I saw a brief message stating "Attempting to recover" or something along those lines. shortly after that the restore to Win 8.1 began. Another thing that differed over 10162 compared to 10240, after the first boot to my Win 8.1 desktop the former popped up a dialog box informing me of the failed upgrade along with the error code shown in this threads title, 10240 displayed absolutely nothing after my multiple tries.
    Last edited by Elky64; 07-27-2015 at 05:38 AM.
    07-26-2015 04:07 PM
  10. allingavagen's Avatar
    You're not alone anymore Elky64. Not that I can be of much help... but it doesn't look like the hardware is at fault here, because I've got a 1 year-old Dell Inspiron 7537 that has been mostly trouble-free until I tried to update to Windows 10 from 8.1, with the EXACT same results as you twice.

    The first time I embarked on the installation through the update app, the second time with the media creator tool. Both times it went on smoothly until the second reboot (after the driver installation was completed, so at about 75%). Dell boot screen, then went to black. I forced a reboot once: the installation tried to get back on track, but went to black again. So I forced a second reboot, which got me back to the previous version of Windows.

    Actually, on my first try the getting back to previous version somehow failed: I had to refresh the system (while keeping my libraries) all the way back to Windows 8. So I installed all the updates again, then Windows 8.1 and its updates, defragmented and cleaned the disk, and when I tried the Windows 10 upgrade again, this time with the media creation kit as the update notification never came back, my system must have been pretty clean with only media files and a couple of Google apps. Not that it changed the outcome, except this time I only had to abort back to Windows 8.1, which is a relief.

    I will not be trying this again for weeks.
    slivy58 likes this.
    07-30-2015 07:29 PM
  11. slivy58's Avatar
    You're not alone anymore Elky64. Not that I can be of much help... but it doesn't look like the hardware is at fault here, because I've got a 1 year-old Dell Inspiron 7537 that has been mostly trouble-free until I tried to update to Windows 10 from 8.1, with the EXACT same results as you twice.

    The first time I embarked on the installation through the update app, the second time with the media creator tool. Both times it went on smoothly until the second reboot (after the driver installation was completed, so at about 75%). Dell boot screen, then went to black. I forced a reboot once: the installation tried to get back on track, but went to black again. So I forced a second reboot, which got me back to the previous version of Windows.

    Actually, on my first try the getting back to previous version somehow failed: I had to refresh the system (while keeping my libraries) all the way back to Windows 8. So I installed all the updates again, then Windows 8.1 and its updates, defragmented and cleaned the disk, and when I tried the Windows 10 upgrade again, this time with the media creation kit as the update notification never came back, my system must have been pretty clean with only media files and a couple of Google apps. Not that it changed the outcome, except this time I only had to abort back to Windows 8.1, which is a relief.

    I will not be trying this again for weeks.
    Sorry to hear of your plight allingavagen and hope you get it sorted, maybe not much help in resolving my problem but does tell me that I'm not alone, this along with my recent attempts to upgrade four more PCs via the "auto upgrade" process brings a little more clarity, somewhat, as to why this may be happening, a few presumptions on my part but a pretty good bet. Not all failures are due to the same issues but yours and the majority of mine appear to be, in the past when installing an OS, MS provided generic drivers to help get things over the hump, in my recent experiences it is evident W10 has minimal device driver support w/Microsoft choosing to have the system abort rather than soldiering on when compatibility becomes an issue, just another sign of their rush to get it out the door.
    07-30-2015 08:51 PM
  12. slivy58's Avatar
    Update #7

    I'm giving it another go via OTA Upgrade, been some strange things happening which would require me to write a novel so I'll just post an update as to whether it was a success or fail, not anticipating a win nor any concrete info if it fails as to why... I'm just a sucker for punishment hehehe.
    07-31-2015 12:20 AM
  13. slivy58's Avatar
    Update #8

    Try #1
    Close but no cigar, this time we got past 75% "Installing features and drivers" during the OTA install and thought "awesome", it rebooted and began "Configuring settings", advanced to 40% (84% total) then it froze yet everything remained on the screen, a forced boot only resulted in it entering the "Restoring your previous version of Windows"...So much for compatibility

    Try #2
    Created a bootable USB flash drive via the downloaded W10 ISO image and away we went, again it failed as my umpteen tries previous had, 75%/blank screen so on and so on, just don't know sigh!

    Try#3
    WOOHOO!!! Huston we have liftoff
    Gave method, as described in Try #1, another go and it was a complete success, being that there had been no software or physical changes since Update #6 I'm totally and utterly confused which isn't the worst thing right now, manage to download/update my display adapter drivers afterwards and to my surprise they were available for W10.

    I guess at this point and time we can consider this case closed in regards to getting W10 installed onto my ProBook, now we just have to see if it'll be smooth sailin' from hereon in or at least tolerable, that'll be the subject of another thread if need be.
    Last edited by Elky64; 08-03-2015 at 01:21 PM.
    07-31-2015 01:59 AM
  14. Cleeside's Avatar
    Hi allingavagen

    I've got exactly the same Dell machine and excactly the same issue. I twice tried to upgrade last night with the same outcome as yourself.

    I've done a bit of digging about and I believe the issue is the Nvidia drivers and/or the Intel Rapid Start/Intel Rapid Storage. I ran out of time last night to try anything else but when I get home from work I will do the following:
    • Uninstall the Nvidia drivers and software and then install only from the Dell website drivers page matched to my machine
    • Do the same with the Intel Rapid Start and Storage.
    • Fiddle in the bios as per these instructions from Dell - Can't post link so Google "Troubleshooting Windows 8 Boot Issues with Intel Rapid Storage Technology" and watch Dell's YouTube video



    I have checked the Dell website and they say the Dell Inspiron 7537 has been tested and works with Win10.
    07-31-2015 03:27 AM
  15. Justin Wray's Avatar
    so what exactly did you do in try 1 initially and the second time that it finally worked. I am banging my head over here witih an hp envy x360 getting the same results as you were
    07-31-2015 07:05 AM
  16. allingavagen's Avatar
    Alright, I'll let you take the lead on this one, I have only one computer and with an important work deadline next week I don't feel comfortable fiddling with this stuff right now. My money is on the Nvidia drivers though, they're the only ones that have ever given me some trouble in the past (mind you, I'm not very savvy).
    07-31-2015 10:09 AM
  17. slivy58's Avatar
    so what exactly did you do in try 1 initially and the second time that it finally worked. I am banging my head over here witih an hp envy x360 getting the same results as you were
    Bottom line, I did absolutely nothing over what was tired previously and can only speculate why it succeeded, I'm seeing a trend and will try and explain below, as mentioned elsewhere, W10 isn't/wasn't ready for prime time with the upgrade process really highlighting that fact.

    Being that I have attempted installs on 7 various PCs/devices, things have become somewhat clearer, in my case anyways, the trend appears to be that incompatible drivers are to blame in the majority of my failures if the minimal clues are any indication, yes minimal because MS in their infinite wisdom decided to design the OS in such a way that background activities are, for the most part, kept from the average user which is causing way too many ???. The whole W10 upgrade process falls short compared to the previous versions of the OS, it's a mixed bag in that uniformity is non existent, they've made it tough to sort out or decipher ones next recourse other than waiting and hoping for "better luck next time". As with my ProBook, I think Windows Update was finally able to square things away, through available manufacture driver updates or whatever but who knows (an activity unseen), but once that was done things began to gel.

    Another trend of note, what's this "Your good to go!" bullcrap, in most of my instances it don't go because it ends up being a false positive. With Win 8-8.1 if you ran the Upgrade Assistance and if your PC failed, you could still install (for me anyways), W10 checks as well yet fails because what it saw prior to the upgrade differs from what it is now seeing during the upgrade, this has happened for me on both auto/manual upgrade methods.

    OK maybe I didn't explain this very well and was just getting to my main comment... MS, WHAT WERE YOU THINKING!!!

    An added bonus LOL... So really MS, what were you thinking?... Tried upgrading another PC vi W10 App, required a kick-start to begin the process, downloaded the files, it began preparing then stopped with a notification stating "Before we can proceed your computer needs attention", a button appears to the right showing "check your PC". All sounds simple right, not so, click to check my PC and POOF everything is gone, check Windows Update and sure enough the install failed, there's an error code there that tells you very little but most of all, it gives me squat details as to why my puter needed attention in the first place, such an epic fail with this whole upgrade... What is one of the most important aspects of an OS, that's right, the install, can't do it, can't use it DUH!
    Last edited by Elky64; 07-31-2015 at 03:47 PM.
    07-31-2015 01:57 PM
  18. Cleeside's Avatar
    I've solved this problem on my Dell Inspiron 7537 by doing the following:
    Flashing the Bios with the latest from Dell
    Uninstall the Nvidia drivers and software and then install only from the Dell website drivers page matched to my machine
    Do the same with the Intel Rapid Start and Rapid Storage.

    Win10 now working fine

    In my limited experience with these types of problems they are generally caused by chipset driver issues. These steps may well work for other manufacturers with similar chipsets. I hope this helps.
    08-01-2015 04:54 PM
  19. slivy58's Avatar
    I've solved this problem on my Dell Inspiron 7537 by doing the following:
    Flashing the Bios with the latest from Dell
    Uninstall the Nvidia drivers and software and then install only from the Dell website drivers page matched to my machine
    Do the same with the Intel Rapid Start and Rapid Storage.

    Win10 now working fine

    In my limited experience with these types of problems they are generally caused by chipset driver issues. These steps may well work for other manufacturers with similar chipsets. I hope this helps.
    Agree with you but the problem is the average person hasn't a clue especially the implications of flashing a bios, one could end up with a massive paperweight if things go wrong, not all manufacturers provide cut and dried access to drivers either, on older PCs they can be harder to source out.

    MS made it appear that if you registered for the W10 upgrade and you were notified via the "Get Windows 10" app, just sit back and you'd be upgraded automatically, it has been far from that. I've only had one PC out seven go that route which is a dismal average, went with the ISO for those I was able to upgrade but then again, this isn't something the average person will know how to do nor wants to, suppose when you push something to the masses in time for the mad back-to-school rush with it being unpolished, it's too be expected.
    08-03-2015 11:57 AM
  20. 4thesporty's Avatar
    Interesting read......

    I've had the exact same issues as the previous posters with my 2010 vintage Gateway AIO.

    It has been running Win10 since the beginning and when it got to 10130 it would not install any more updates and failed just like is described here.

    I trucked on and did clean installs all the way up to the insider's 10240 thinking that it would get sorted out when drivers were released, etc.

    Now I would like to install the released build and I still get the same thing.....I doubt I am going to do another clean install as I'm tired of setting this thing up so many times and would love to just update the damn thing...frustrating!
    08-03-2015 12:11 PM
  21. slivy58's Avatar
    Interesting read......

    I've had the exact same issues as the previous posters with my 2010 vintage Gateway AIO.

    It has been running Win10 since the beginning and when it got to 10130 it would not install any more updates and failed just like is described here.

    I trucked on and did clean installs all the way up to the insider's 10240 thinking that it would get sorted out when drivers were released, etc.

    Now I would like to install the released build and I still get the same thing.....I doubt I am going to do another clean install as I'm tired of setting this thing up so many times and would love to just update the damn thing...frustrating!
    I hear ya, very frustrating indeed especially when you get very little to nothing to go on, every error code I've encountered just lead me in circles as there is no clear answer as to what they "really" mean, I thought PC were supposed to be smart no LOL. As mentioned in this thread, my ProBook just decided to accept the upgrade via "Get Windows 10" app without an inkling as to why (possibly a "behind the scenes update"), even after booting into Windows for the first time and browsing I could not find anything amiss, its been running just hunky dory so far.

    After my ordeals trying to upgrade seven devices (not over yet, still 2 to go), I'm finding the stats "installed on 67 million PCs" a little hard to take, asked this question before "how many of those have failed and were counted as an install", just like YouTube, if you click on a video then instantly exit, it is counted as one view, just sayin'

    When W10 is working I'm liking it, even in its infancy, can only hope it'll get better over time but the way things have been playing out over the past year or so I'm a tad sceptical as to what the outcome will be, a good place to start right now as I see it is in getting the upgrade/install end finessed, from my DOS days through to W8.1, I've never encountered anything like it.
    Last edited by Elky64; 08-03-2015 at 01:53 PM.
    08-03-2015 01:17 PM
  22. allingavagen's Avatar
    I've solved this problem on my Dell Inspiron 7537 by doing the following:
    Flashing the Bios with the latest from Dell
    Uninstall the Nvidia drivers and software and then install only from the Dell website drivers page matched to my machine
    Do the same with the Intel Rapid Start and Rapid Storage.

    Win10 now working fine

    In my limited experience with these types of problems they are generally caused by chipset driver issues. These steps may well work for other manufacturers with similar chipsets. I hope this helps.
    Could you extrapolate on flashing the BIOS? I am the 'average person' Elky64 is referring to, i.e. I don't know what it implies.
    08-04-2015 11:52 AM
  23. slivy58's Avatar
    Could you extrapolate on flashing the BIOS? I am the 'average person' Elky64 is referring to, i.e. I don't know what it implies.
    Unless your PC is having some sort of issues because of it there usually is no need to flash the bios... If you've never done it before, are unsure and a noob I'd suggest you NOT attempt, if it fails you could end up with a huge paperweight (as mentioned before), it's not something easily rectified after a fail by the average person and more than likely would need to be sent to the manufacture for a repair/resolve, expensive.

    In saying that, and you still want to give it a try, my first suggestion "do your homework first", it'll make things go a lot smoother, gather your PCs full model and serial numbers as one or both may be required to access files that pertain to your exact device. Next, check your PC manufactures site for bios upgrade instructions, the upgrade itself and utilities to help with the install, in their instructions it should tell you how to access your bios and check the ver you are running now, this will determine whether it is needed or not, also, it'll guide you through the whole process.
    Last edited by Elky64; 08-05-2015 at 11:30 AM.
    08-04-2015 02:27 PM
  24. Travis1856's Avatar
    I get the exact same error that you describe.

    "WIN 10 Upgrade fails at the 71% portion of the large circle part of the WIN 10 install with a restart and the message that a "Page fault in a Non Page Fault Area". After the restart and WIN 7 is restored the message is "The installation failed in the second_BOOT Phase with an error during BOOT operation"

    This time I ran the upgrade with all anti virus SW disabled and nothing plugged into the USB ports. All of the latest MS updates have been installed. I cannot find any of the drivers that need to be updated under DEVICE MANAGER. I am in hold mode until I get something else to try. When the laptop reverts back to WIN 7 everything works A-OK. Any help would be appreciated & thanks."
    08-05-2015 11:27 AM
  25. Travis1856's Avatar
    WIN 10 Upgrade fails at the 71% portion of the large circle part of the WIN 10 install with a restart and the message that a "Page fault in a Non PageFault Area". After the restart and WIN 7 is restored the message is "The installation failed in the second_BOOT Phase with an error during BOOT operation"

    This time I ran the upgrade with all anti virus SW disabled and nothing plugged into the USB ports. All of the latest MS updates have been installed. I cannot find any of the drivers that need to be updated under DEVICE MANAGER. I am in hold mode until I get something else to try. When the laptop reverts back to WIN 7 everything works A-OK. Any help would be appreciated & thanks.

    I get the exact same error that you describe. I have tried all of the listed fixes tat I can find online but NOTHING has worked for me. The last failure was at 75% on the circle and 100% down below on the middle.
    Last edited by Travis1856; 08-05-2015 at 04:35 PM. Reason: Add data.
    08-05-2015 11:32 AM
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