Windows 10 upgrade error “Setup has failed to initialize the working directory”

Setup has failed to initialize the working directoryScenario

You have attempted to upgrade to Windows 10, perhaps with the media / download tool however none of the upgrades are successful.

You may be experiencing one or more of the following symptoms:

  • “Upgrade this PC now” gives the disappointing “Something happened” error message
  • Creating a USB or ISO image is unsuccessful
  • You may receive a message box saying “Setup has failed to initialize the working directory”
  • Windows Updates for “Upgrade to Windows 10 Pro” has repeatedly failed
  • User anger and frustration at the implication “Something happened” but in reality absolutely nothing happened and you have to start again!

Upgrade to Windows 10 Pro - Failed Windows Updates

Possible Cause

I’ve seen this problem occur when the C:\ drive on the computer being used is low on disk space.

The upgrade process requires approximately 3GB to store upgrade sources, however the actual upgrade and/or creation of an ISO image requires more space. Ensure you have a minimum of 10GB space free on C:\

If you’re unsure where your disk space is tied up, I recommend the free and open source tool WinDirStat to help you visually find used space in unexpected locations.

Did this help? Let me know in the comments.

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6 Responses to Windows 10 upgrade error “Setup has failed to initialize the working directory”

  1. Brendan says:

    Remember the focus of this blog post is on upgrades with error “Setup has failed to initialize the working directory”.

    However, a few other pointers I’ve found helpful with Windows 10 upgrades in other scenarios include:

    – Make sure your Windows copy is activated or else nothing will help you
    – Make sure all Windows updates are installed
    – Run the troubleshooter, it fixes a heap of behind the scenes things to do with Windows Updates (http://windows.microsoft.com/en-us/windows/troubleshoot-problems-installing-updates#1TC=windows-8)
    – Change your system locale in Control Panel > Region > Formats tab to English (United States). Don’t worry, you can change it back later.
    – Get the latest version of the Media Creation tool at https://www.microsoft.com/software-download/windows10

    Good luck!

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  2. Losmi49 says:

    Hello Brendan.So i just got my Windows 8 and i thought why not to install Windows 10.So i downoladed the media creation tool.It was great until the error at the windows 10 instalation,the error is Something Happend Windows 10 failed to initialize,that’s it.Can you please fix this problem soon i want to see what is like to have Windows 10.Thanks by the way 🙂

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  3. Brendan says:

    Per my last comment, please tell me more so we can isolate it 🙂

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  4. Jason Mbari says:

    I also got the same error with 113gb free

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  5. Brendan says:

    Hey Jim. Thanks for passing that on. Can you describe the situation in which you’re trying to upgrade? Are you upgrading from Windows Update or the media tool? From what OS to what? Was it on a USB device? Do any other devices have low disk space? Tell me more 🙂

    Also tell me about your language settings? What time zone, region and interface language do you have set? If they’re mixed up, I’ve heard it of setup not being able to access the language it needs. But I’m sure updates to the media tool will have cater for that by now. Make sure you have the latest version if using the tool?

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  6. Jim Heifetz says:

    I got this error message with 300GB free on C:

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What are your thoughts?