A method and apparatus of a network element that hitlessly upgrades a network element operating system of a network element is described. In an exemplary embodiment, the network element hitlessly upgrades the network element operating system by instantiating a second container and starts a second set of processes using a second image of the network element operating system in the second container. In addition, the network element executes a first image of the network element operating system as a first set of processes in a first container. The network element additionally synchronizes state data between the first set of processes and the second set of processes. Furthermore, the network element sets the second set of processes as managing a plurality of hardware tables, and stops the first set of processes within the first container.