Hey there. I hope this post will help someone. It took me a while to make it happen but when I finally put the steps together it was a piece of cake! Hope you have the same results. I transferred a Windows 2008 R2 VirtualBox VM on a Windows 7 Ultimate 64bit host to a Proxmox VE 1.9 installation. The VirtualBox VM was an IDE hard drive with no guest extensions installed. I don't know if that's pertinent or not but I saw reference to some fixes for dealing with SCSI drives and also reference to removing any guest additions. I would remove any guest additions first just to be safe. Step by Step Find your VM's .vdi file - First we need to locate the VirtualBox hard drive (.vdi) file. Open the VirtualBox GUI Click on the VM we want to migrate and click the Settings button Click on Storage and click the .vdi file listed under IDE Controller Mouse over the Hard Disk: dropdown list box and note the path to the .vdi file Convert the .vdi to .img - Next we need to convert the hard drive to a RAW format for ProxMox On the VirtualBox host open a command prompt Run Code: [I]VBoxManage clonehd --format RAW [virtual_harddisk].vdi [virtual_harddisk].img[/I] This may take a while so be patient. Go get some coffee. Create a new ProxMox VM - Next we need to create a Proxmox VM to hold our drive image. Open up the Proxmox web interface Click on Virtual Machines then click the Create tab Leave all of the defaults. My Disk space (GB): was set to 32GB and my original .vdi was 20GB. This seems to have worked OK. I'll edit if there are problems down the road. Note the VMID: number of your new VM (i.e. "106") Upload the .img file - now we need to upload the new /img file to the Proxmox server. Start your file transfer softare (wither WinSCP or Filezilla are two good ones). Transfer the .img file to the /var/lib/vz/images/106 folder (replace 106 with the number you noted from the VMID: field Rename the .img file - now all we need to do is rename the .img file rename the existing .raw file (for instance vm-106-disk-1.raw) to .old rename the .img file to the name of the existing .raw file (for instance vm-106-disk-1.raw) Boot it up! That's really all I had to do. I don't know if I got lucky or what the deal is but it booted right up. It didn't even ask my to re-activate Windows! If I find any issues I'll post back but it seems to be working great!