It sounds pretty self-explanatory, you're system doesn't have enough memory. If you're still running the application as 32-bit then moving to 64-bit might solve the problem. I had exactly that problem on a server-2008-r2 recently, and moving to 64 bit did solve my problem. But if you're already 64 bit then perhaps the server doesn't have enough physical memory. In which case, you need to add more memory, or work out how to make your application less memory hungry. There could be objects that could be discarded that it's keeping references to, etc, and if that's the case you should try profiling to try and identify what's hogging the most memory. Beyond that, does the application use any unmanaged DLLs, e.g. COM objects written in C++ or similar. Maybe there's a memory leak outside of the managed framework?