How to Fix: Windows Update Using an In-Place Upgrade

Dennis Faas's picture

Infopackets Reader Gail C. writes:

" Dear Dennis,

I have Windows 7 and am trying to use Windows Update to update my system, but I keep receiving the Windows Update error 80070490. I have not been able to download updates for over 3 months now. I would really like to upgrade to Windows 10, but I can't because my Windows Update isn't up to date, thus preventing Windows 10 from downloading. Every time I run the Windows Update, it starts to download something, then fails at the same spot with error code 80070490. It is driving me crazy. Can you help? "

My Response:

Windows Update error 80070490 is an extremely difficult problem to fix and has to do with a corrupt file somewhere on the system which is preventing the Component Based Servicing (CBS) from running. In a nutshell, if the CBS service is unable to run, then Windows Update won't be able to run, either.

When dealing with any Windows Update error, there are a sequence of steps to take in order to pragmatically resolve the issue. Fortunately, I have already written a guide entitled "How to Fix Windows Update Won't Update", which explains how to fix the majority of Windows Update errors.

It is possible Windows Update error 80070490 may be resolved using the methods I describe (using Steps 1 through 6), however if you still receive Windows Update error 80070490 even after applying all the fixes I suggested, the only other way to resolve the issue is to reinstall Windows overtop of Windows; this is often referred to as an "in-place upgrade".

How to Fix Windows Update Using an In-Place Upgrade

Before proceeding: if you have not already read my article "How to Fix Windows Update Won't Update," please go through all the steps before continuing below as these steps are cumulative. Also note that the steps I describe below are fully compatible with Windows XP, Windows Vista, Windows 7, Windows 8, and Windows 10.

Reinstalling Windows over top of Windows in order to fix Windows Update - if done properly - will keep your user settings and installed programs in place, so you don't lose anything and so you don't have to reinstall your programs. There are a few things you will need before attempting to repair Windows Update in this manner:

  1. You should make a backup of your system using a disk image backup before attempting an in-place install of Windows. I cannot stress this point enough, as there is always a chance that the upgrade won't go according to plan. If it doesn't work, then you can at least restore from backup. For this task I recommend Acronis True Image because it is capable of backing up your user files AND the operating system; most backup programs are not capable of this. If you don't know how to make a disk image backup, you may contact me for remote desktop support and I will do it for you.
  2. You will need Windows install media and a Windows CD Key to perform the in-place upgrade. The Windows install media is not a "system restore" disc (often provided by HP, Dell, etc), but the real Windows install media that has a Microsoft logo on it. If your computer did not come with Windows install media (usually on DVD), it may be possible for you to download the Windows DVD from Microsoft's web site.

    Please note, however, that some OEM Windows licenses will not pass the Windows License check (via Microsoft's website), which will prevent you from downloading the Windows DVD. If this applies to you, then you will have to borrow the Windows install media from a friend - but it must be the same version of Windows as you have. For details on how to figure out which version of Windows you have, plus how to extract your CD key to perform the in-place upgrade, refer to my article on How to Download Windows onto DVD or USB.
  3. Once you have made a backup of your system and have acquired Windows install media, you are ready to perform the in-place upgrade / repair. To perform an in-place upgrade, boot your computer and login to Windows if you haven't already. From the Windows desktop, insert the Windows install media (on DVD or USB). Windows Autoplay may start automatically and present you with the option to run Setup.exe. If it does, click on setup.exe to begin the installation. If not, click Start and then click on My Computer / This PC. Double click on the Windows install media, then run the setup.exe program, which is listed in the root directory of the install media.

    Note: if you receive an error message that you need to uninstall a service pack before proceeding with the in-place upgrade, click Start and type in "view installed updates" (no quotes). A list of installed Windows Updates should appear; scroll through the list and remove the latest update and try the setup.exe again.
  4. Once the setup begins, click the Install Now button to begin the installation. When prompted, let Setup go online to check for updates (recommended). Setup will then ask you which type of Windows installation you would like to perform. IMPORTANT: choose the "Upgrade" option as this will perform the in-place install. The other option (Upgrade / Advanced) will install a new copy of Windows which does not contain your existing user data or installed files.
  5. Windows will copy over some important files - this will take quite a while. The computer will reboot at some point and continue on, and will most likely reboot a few times after that.
  6. Eventually you will get to a screen asking you for your "Windows Product key". This is the "CD Key" I referred to in Step #2, which you should have previously extracted. Alternatively, your computer may contain a Microsoft label somewhere on the computer with the CD Key, which contains approximately 25 letters and numbers.

    Enter in the CD Key code on the Setup page requesting the information; if you cannot find the code then you can skip this step and Setup will continue on, but your license will then be marked as "expired." In this case, each time you boot into Windows you will be presented with a black desktop and a message stating that your copy of Windows is not genuine. To resolve this you will need to call Microsoft and explain the situation.
  7. Assuming all went well and you are back at the desktop, the next step is to test the Windows Update functionality. To do so, click Start and then type in "windows updates" (no quotes) and click on the Windows Update link when it is presented on the page. Please note that because you reinstalled Windows over top of Windows, you will have overwritten any previously downloaded Windows Updates; as such you will have to re-download all your updates again. This will take a while to download and require many reboots.
  8. When all the updates are downloaded, you can then move on to upgrading to Windows 10 (if that is what you are trying to do). In that case I recommend you using the media creation tool to download Windows 10, rather than wait for the "get windows 10" app to make its way onto your tray bar.

Hope that helps.

Additional Support: From Dennis

If all of this is over your head and you need me to do it for you, simply contact me and we'll set up a time to meet online using my remote desktop support service and I will be glad to assist you.

Got a Computer Question or Problem? Ask Dennis!

I need more computer questions. If you have a computer question -- or even a computer problem that needs fixing -- please email me with your question so that I can write more articles like this one. I can't promise I'll respond to all the messages I receive (depending on the volume), but I'll do my best.

About the author: Dennis Faas is the owner and operator of With over 30 years of computing experience, Dennis' areas of expertise are a broad range and include PC hardware, Microsoft Windows, Linux, network administration, and virtualization. Dennis holds a Bachelors degree in Computer Science (1999) and has authored 6 books on the topics of MS Windows and PC Security. If you like the advice you received on this page, please up-vote / Like this page and share it with friends. For technical support inquiries, Dennis can be reached via Live chat online this site using the Zopim Chat service (currently located at the bottom left of the screen); optionally, you can contact Dennis through the website contact form.

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DLStoehner's picture

I would start with SFC /scannow from the command prompt? Then try the update again...

Dennis Faas's picture

This article is supplementary to the "How to fix: Windows Update Won't Update" article, in which the sfc /scannow is mentioned (along with 5 other steps). You would only perform what is mentioned on this page if the other article does not help.

ajmdierick_5110's picture

Dear all, from my own experience I managed to install Windows10 on a non-uptodate Windows8. The scenario was: reinstall Windows8 with CD and correct key. Do not allow Windows Update to update the system, and go to the Windows10 site where you can download Windows 10 and create iso or install Windows 10 from where you are. This process succeeded without the "obligation" to be up-to-date.
I expect that in the described situation the same route can be taken.
So maybe you can install Windows 10 with this method.