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Have you looked through this Microsoft Support article? http://support.microsoft.com/kb/918483/en-gb - Something else to consider: SQL Server hasn't been told to limit the amount of memory it can use, and it has used so much that Windows has had to page some out. There is a configuration setting in SQL Server that tells it how much memory it's allowed. This is currently set to 2147483647MB, which is, I'm guessing, significantly more memory than you've got. SQL Server likes lots of memory - this allows it to cache data in memory so it doesn't have to keep getting it from disk, giving faster response times to queries, particularly those that make use of frequently-accessed data. And SQL Server will cheerfully use all the memory it can, up to the limit that it has been given. Unfortunately, Windows likes to have some memory available to do other stuff, such as running backup programs, anti-virus stuff, or some other services that you may have installed on that server. This can cause conflicts - and has, given your error message above. First thing you need to do is to restrict the amount of memory that SQL Server can use. However, how low do you go? There are various thoughts here, but the best advice I've seen is in this [blog post by Jonathan Kehayias][1] (of SQLSkills.com). Ignore the title of the post, and check the advice in the third paragraph, which indicates that you need to reserve (for Windows) the following amount of memory: * 1 GB absolutely, plus * 1 GB for every 4 GB RAM installed between 4GB & 16GB * 1 GB for every 8 GB RAM installed above 16GB. So, for a server with 32GB RAM, you need to reserve 1 + 3 + 2 = 6 GB, allowing 26 GB for SQL Server. Now you need to tell SQL Server this. You can either do that by using the SQL Server Management Studio GUI (in Object Explorer, right-click on the server name, select properties, and have a rummage round there), or by using the [`sp_configure` stored procedure][2]: exec sp_configure 'max server memory', 26624 -- = 26 * 1024 (this SP takes memory in MB, not GB) reconfigure (The [`reconfigure` command][3] tells SQL Server to check its configuration and apply these new settings. This particular setting won't need a reboot.) [1]: https://www.sqlskills.com/blogs/jonathan/wow-an-online-calculator-to-misconfigure-your-sql-server-memory/ [2]: http://msdn.microsoft.com/en-us/library/ms188787(v=sql.90).aspx [3]: http://msdn.microsoft.com/en-us/library/ms176069(v=sql.90).aspx