While in the process of upgrading a Dell Optiplex 3010 with Microsoft Windows Professional 7 to Windows 10 Professional, MediaCreationToolx64.exe would fail with the following message:

“Setup couldn’t start properly.  Please reboot your PC and try running Windows 10 Setup again.”

Further inspection in the C:\$Windows.~WS folder\Sources\Panther reveals several log files, named as follows:


  • diagerr.xml
  • diagwn.xml
  • setupact.log
  • setuperr.log


After opening “setuperr.log”, the following line of information is available:

MOUPG  CSetupHost::Initialize(221): Result = 0x80070057

Our first port of call was to reboot the computer and try the Windows 10 upgrade again.  This yielded the same MOUPG  CSetupHost::Initialize(221): Result = 0x80070057 message in setuperr.log

Next, we entered msconfig.exe and performed a simple diagnostic to see what services and programs were running at start up.

I noted McAfee SecurityCenter and started to disable all services belonging to McAfee.  I left the other services running ( Dell Status Monitor, Adobe Flash Updater etc ) and issued a system reboot.

When the computer loaded back up, I re-ran the MediaCreationToolx64.exe and voila – the Windows 10 upgrade loaded up correctly and installed without a hitch.