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Optimizer State Memory Explosion

Optimizers like Adam and AdamW maintain moment states (running averages of gradients and squared gradients) for every parameter. For a model with N parameters, the optimizer state requires 2 * N memory (often in FP32). The initialization of these state tensors happens lazily on the first `optimizer.step()`, suddenly doubling or tripling the memory footprint of the model weights.

Quick answer

Optimizers like Adam and AdamW maintain moment states (running averages of gradients and squared gradients) for every parameter.

Symptom
RuntimeError: CUDA out of memory. (Occurs on the line `optimizer.step()`)
Root cause
Optimizers like Adam and AdamW maintain moment states (running averages of gradients and squared gradients) for every parameter. For a model with N parameters, the optimizer state requires 2 * N memory (often in FP32). The initialization of these state tensors happens lazily on the first `optimizer.
Recommended fix
Use an optimizer with a smaller memory footprint, such as 8-bit Adam. import bitsandbytes as bnb optimizer = bnb.optim.AdamW8bit(model.parameters(), lr=1e-3) Quantizes the optimizer state to 8-bit, reducing the optimizer memory footprint by ~75%.
How Denpex helps
Denpex matches Optimizer State Memory Explosion 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#Optimizer State

What this failure is

Optimizer State Memory Explosion is a Memory failure seen during ML training runs. Optimizers like Adam and AdamW maintain moment states (running averages of gradients and squared gradients) for every parameter. For a model with N parameters, the optimizer state requires 2 * N memory (often in FP32). The initialization of these state tensors happens lazily on the first `optimizer.step()`, suddenly doubling or tripling the memory footprint of the model weights. Common tags: Optimizer State.

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Why it happens (the mechanism)

Users calculate memory based on model size and activations. They are surprised when memory spikes at the very end of the training step, unassociated with the batch size.

What you'll observe

  • RuntimeError: CUDA out of memory. (Occurs on the line `optimizer.step()`)
  • OOM exactly after the first backward pass is completed.

Common symptoms and what they mean

SymptomWhy it happens
The model loads fine. The forward pass runs fine. The backward pass (`loss.backward()`) completes. The process crashes immediately when `optimizer.step()` is called.Optimizers like Adam and AdamW maintain moment states (running averages of gradients and squared gradients) for every parameter. For a model with N parameters, the optimizer state requires 2 * N memory (often in FP32). The initialization of these state tensors happens lazily on the first `optimizer.step()`, suddenly doubling or tripling the memory footprint of the model weights.

Which systems are affected

  • PyTorch
  • Adam
  • DeepSpeed

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.

  • Verify the exact line of the OOM crash is `optimizer.step()`.
  • Calculate total parameter count and multiply by 8 bytes (for Adam's two FP32 states) to see if it exceeds available VRAM.

Searchable error signature

search key
RuntimeError: CUDA out of memory. (Occurs on the line `optimizer.step()`)

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

  • Optimizers like Adam and AdamW maintain moment states (running averages of gradients and squared gradients) for every parameter. For a model with N parameters, the optimizer state requires 2 * N memory (often in FP32). The initialization of these state tensors happens lazily on the first `optimizer.step()`, suddenly doubling or tripling the memory footprint of the model weights.

The fix and how to prevent it

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