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Host RAM Exhaustion via ZeRO Offload Pinned Memory

When using ZeRO-Offload (CPU offloading for parameters/optimizer states), DeepSpeed enables `pin_memory: true` by default. Pinned memory (page-locked memory) cannot be swapped to disk. Offloading large states into pinned memory rapidly exhausts available physical RAM, triggering the Linux OOM killer.

Quick answer

When using ZeRO-Offload (CPU offloading for parameters/optimizer states), DeepSpeed enables `pin_memory: true` by default.

Symptom
There are no CUDA Out of Memory errors; VRAM usage is well within limits.
Root cause
When using ZeRO-Offload (CPU offloading for parameters/optimizer states), DeepSpeed enables `pin_memory: true` by default. Pinned memory (page-locked memory) cannot be swapped to disk. Offloading large states into pinned memory rapidly exhausts available physical RAM, triggering the Linux OOM killer.
Recommended fix
Disable memory pinning for offload "offload_optimizer": {"device": "cpu", "pin_memory": false} Allows the OS to page memory to swap if necessary, preventing an immediate SIGKILL at the cost of slower CPU-to-GPU memory transfers.
How Denpex helps
Denpex matches Host RAM Exhaustion via ZeRO Offload Pinned Memory across every rank in a distributed run and reports which rank failed first, so you act on the initiating node instead of the loudest one.
Memory#CPU OOM

What this failure is

Host RAM Exhaustion via ZeRO Offload Pinned Memory is a Memory failure seen during ML training runs. When using ZeRO-Offload (CPU offloading for parameters/optimizer states), DeepSpeed enables `pin_memory: true` by default. Pinned memory (page-locked memory) cannot be swapped to disk. Offloading large states into pinned memory rapidly exhausts available physical RAM, triggering the Linux OOM killer. Common tags: CPU OOM.

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Why it happens (the mechanism)

Users implement ZeRO-Offload specifically to *prevent* OOM errors. When the process gets killed without a PyTorch traceback (due to the OS sending SIGKILL), engineers often suspect a hardware failure or a Docker container limit rather than a DeepSpeed config issue.

What you'll observe

  • Killed
  • Exit code 137
  • kernel: Out of memory: Killed process

Common symptoms and what they mean

SymptomWhy it happens
The training script is unexpectedly killed by the OS (OOM Killer) during initialization or early training.When using ZeRO-Offload (CPU offloading for parameters/optimizer states), DeepSpeed enables `pin_memory: true` by default. Pinned memory (page-locked memory) cannot be swapped to disk. Offloading large states into pinned memory rapidly exhausts available physical RAM, triggering the Linux OOM killer.
There are no CUDA Out of Memory errors; VRAM usage is well within limits.When using ZeRO-Offload (CPU offloading for parameters/optimizer states), DeepSpeed enables `pin_memory: true` by default. Pinned memory (page-locked memory) cannot be swapped to disk. Offloading large states into pinned memory rapidly exhausts available physical RAM, triggering the Linux OOM killer.
System RAM usage spikes to 100% just before the crash.When using ZeRO-Offload (CPU offloading for parameters/optimizer states), DeepSpeed enables `pin_memory: true` by default. Pinned memory (page-locked memory) cannot be swapped to disk. Offloading large states into pinned memory rapidly exhausts available physical RAM, triggering the Linux OOM killer.

Which systems are affected

  • DeepSpeed
  • Linux OS
  • PyTorch

How to confirm this is the problem

Use this checklist to test the hypothesis against a small reproduction. No single line proves the root cause, so preserve the preceding events and compare one variable at a time.

  • Check `dmesg -T | grep -i oom` to verify the OS killed the process.
  • Monitor `htop` during script startup to watch the RAM rapidly deplete without touching swap space.

Searchable error signature

search key
There are no CUDA Out of Memory errors; VRAM usage is well within limits.
Exit code 137
kernel: Out of memory: Killed process

Use this text as a lookup key in logs and upstream issue trackers. It is not presented as a captured customer log. Confirm the cause from your own preceding events, versions, configuration and the cited references.

The fix and the prevention pattern

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Root cause

  • When using ZeRO-Offload (CPU offloading for parameters/optimizer states), DeepSpeed enables `pin_memory: true` by default. Pinned memory (page-locked memory) cannot be swapped to disk. Offloading large states into pinned memory rapidly exhausts available physical RAM, triggering the Linux OOM killer.

The fix and how to prevent it

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