Pushing the Limits of Windows: Paged and Nonpaged Pool

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In previous Pushing the Limits posts, I described the two most basic system resources, physical memory and virtual memory. This time I’m going to describe two fundamental kernel resources, paged pool and nonpaged pool, that are based on those, and that are directly responsible for many other system resource limits including the maximum number of processes, synchronization objects, and handles.

Here’s the index of the entire Pushing the Limits series. While they can stand on their own, they assume that you read them in order.

Pushing the Limits of Windows: Physical Memory

Pushing the Limits of Windows: Virtual Memory

Pushing the Limits of Windows: Paged and Nonpaged Pool

Pushing the Limits of Windows: Processes and Threads

Pushing the Limits of Windows: Handles

Pushing the Limits of Windows: USER and GDI Objects – Part 1

Pushing the Limits of Windows: USER and GDI Objects – Part 2

Paged and nonpaged pools serve as the memory resources that the operating system and device drivers use to store their data structures. The pool manager operates in kernel mode, using regions of the system’s virtual address space (described in the Pushing the Limits post on virtual memory) for the memory it sub-allocates. The kernel’s pool manager operates similarly to the C-runtime and Windows heap managers that execute within user-mode processes.  Because the minimum virtual memory allocation size is a multiple of the system page size (4KB on x86 and x64), these subsidiary memory managers carve up larger allocations into smaller ones so that memory isn’t wasted.

For example, if an application wants a 512-byte buffer to store some data, a heap manager takes one of the regions it has allocated and notes that the first 512-bytes are in use, returning a pointer to that memory and putting the remaining memory on a list it uses to track free heap regions. The heap manager satisfies subsequent allocations using memory from the free region, which begins just past the 512-byte region that is allocated.

Nonpaged Pool

The kernel and device drivers use nonpaged pool to store data that might be accessed when the system can’t handle page faults. The kernel enters such a state when it executes interrupt service routines (ISRs) and deferred procedure calls (DPCs), which are functions related to hardware interrupts. Page faults are also illegal when the kernel or a device driver acquires a spin lock, which, because they are the only type of lock that can be used within ISRs and DPCs, must be used to protect data structures that are accessed from within ISRs or DPCs and either other ISRs or DPCs or code executing on kernel threads. Failure by a driver to honor these rules results in the most common crash code, IRQL_NOT_LESS_OR_EQUAL.

Nonpaged pool is therefore always kept present in physical memory and nonpaged pool virtual memory is assigned physical memory. Common system data structures stored in nonpaged pool include the kernel and objects that represent processes and threads, synchronization objects like mutexes, semaphores and events, references to files, which are represented as file objects, and I/O request packets (IRPs), which represent I/O operations.

Paged Pool

Paged pool, on the other hand, gets its name from the fact that Windows can write the data it stores to the paging file, allowing the physical memory it occupies to be repurposed. Just as for user-mode virtual memory, when a driver or the system references paged pool memory that’s in the paging file, an operation called a page fault occurs, and the memory manager reads the data back into physical memory. The largest consumer of paged pool, at least on Windows Vista and later, is typically the Registry, since references to registry keys and other registry data structures are stored in paged pool. The data structures that represent memory mapped files, called sections internally, are also stored in paged pool.

Device drivers use the ExAllocatePoolWithTag API to allocate nonpaged and paged pool, specifying the type of pool desired as one of the parameters. Another parameter is a 4-byte Tag, which drivers are supposed to use to uniquely identify the memory they allocate, and that can be a useful key for tracking down drivers that leak pool, as I’ll show later.

Viewing Paged and Nonpaged Pool Usage

There are three performance counters that indicate pool usage:

  • Pool nonpaged bytes
  • Pool paged bytes (virtual size of paged pool – some may be paged out)
  • Pool paged resident bytes (physical size of paged pool)

However, there are no performance counters for the maximum size of these pools. They can be viewed with the kernel debugger !vm command, but with Windows Vista and later to use the kernel debugger in local kernel debugging mode you must boot the system in debugging mode, which disables MPEG2 playback.

So instead, use Process Explorer to view both the currently allocated pool sizes, as well as the maximum. To see the maximum, you’ll need to configure Process Explorer to use symbol files for the operating system. First, install the latest Debugging Tools for Windows package. Then run Process Explorer and open the Symbol Configuration dialog in the Options menu and point it at the dbghelp.dll in the Debugging Tools for Windows installation directory and set the symbol path to point at Microsoft’s symbol server:


After you’ve configured symbols, open the System Information dialog (click System Information in the View menu or press Ctrl+I) to see the pool information in the Kernel Memory section. Here’s what that looks like on a 2GB Windows XP system:


    2GB 32-bit Windows XP

Nonpaged Pool Limits

As I mentioned in a previous post, on 32-bit Windows, the system address space is 2GB by default. That inherently caps the upper bound for nonpaged pool (or any type of system virtual memory) at 2GB, but it has to share that space with other types of resources such as the kernel itself, device drivers, system Page Table Entries (PTEs), and cached file views.

Prior to Vista, the memory manager on 32-bit Windows calculates how much address space to assign each type at boot time. Its formulas takes into account various factors, the main one being the amount of physical memory on the system.  The amount it assigns to nonpaged pool starts at 128MB on a system with 512MB and goes up to 256MB for a system with a little over 1GB or more. On a system booted with the /3GB option, which expands the user-mode address space to 3GB at the expense of the kernel address space, the maximum nonpaged pool is 128MB. The Process Explorer screenshot shown earlier reports the 256MB maximum on a 2GB Windows XP system booted without the /3GB switch.

The memory manager in 32-bit Windows Vista and later, including Server 2008 and Windows 7 (there is no 32-bit version of Windows Server 2008 R2) doesn’t carve up the system address statically; instead, it dynamically assigns ranges to different types of memory according to changing demands. However, it still sets a maximum for nonpaged pool that’s based on the amount of physical memory, either slightly more than 75% of physical memory or 2GB, whichever is smaller. Here’s the maximum on a 2GB Windows Server 2008 system:


    2GB 32-bit Windows Server 2008

64-bit Windows systems have a much larger address space, so the memory manager can carve it up statically without worrying that different types might not have enough space. 64-bit Windows XP and Windows Server 2003 set the maximum nonpaged pool to a little over 400K per MB of RAM or 128GB, whichever is smaller. Here’s a screenshot from a 2GB 64-bit Windows XP system:


    2GB 64-bit Windows XP

64-bit Windows Vista, Windows Server 2008, Windows 7 and Windows Server 2008 R2 memory managers match their 32-bit counterparts (where applicable – as mentioned earlier, there is no 32-bit version of Windows Server 2008 R2) by setting the maximum to approximately 75% of RAM, but they cap the maximum at 128GB instead of 2GB. Here’s the screenshot from a 2GB 64-bit Windows Vista system, which has a nonpaged pool limit similar to that of the 32-bit Windows Server 2008 system shown earlier.


    2GB 32-bit Windows Server 2008

Finally, here’s the limit on an 8GB 64-bit Windows 7 system:


    8GB 64-bit Windows 7

Here’s a table summarizing the nonpaged pool limits across different version of Windows:

  32-bit 64-bit
XP, Server 2003 up to 1.2GB RAM: 32-256 MB 
> 1.2GB RAM: 256MB
min( ~400K/MB of RAM, 128GB)
Vista, Server 2008,
Windows 7, Server 2008 R2
min( ~75% of RAM, 2GB) min(~75% of RAM, 128GB)
Windows 8, Server 2012 min( ~75% of RAM, 2GB) min( 2x RAM, 128GB)

Paged Pool Limits

The kernel and device drivers use paged pool to store any data structures that won’t ever be accessed from inside a DPC or ISR or when a spinlock is held. That’s because the contents of paged pool can either be present in physical memory or, if the memory manager’s working set algorithms decide to repurpose the physical memory, be sent to the paging file and demand-faulted back into physical memory when referenced again. Paged pool limits are therefore primarily dictated by the amount of system address space the memory manager assigns to paged pool, as well as the system commit limit.

On 32-bit Windows XP, the limit is calculated based on how much address space is assigned other resources, most notably system PTEs, with an upper limit of 491MB. The 2GB Windows XP System shown earlier has a limit of 360MB, for example:


   2GB 32-bit Windows XP

32-bit Windows Server 2003 reserves more space for paged pool, so its upper limit is 650MB.

Since 32-bit Windows Vista and later have dynamic kernel address space, they simply set the limit to 2GB. Paged pool will therefore run out either when the system address space is full or the system commit limit is reached.

64-bit Windows XP and Windows Server 2003 set their maximums to four times the nonpaged pool limit or 128GB, whichever is smaller. Here again is the screenshot from the 64-bit Windows XP system, which shows that the paged pool limit is exactly four times that of nonpaged pool:


     2GB 64-bit Windows XP

Finally, 64-bit versions of Windows Vista, Windows Server 2008, Windows 7 and Windows Server 2008 R2 simply set the maximum to 128GB, allowing paged pool’s limit to track the system commit limit. Here’s the screenshot of the 64-bit Windows 7 system again:


    8GB 64-bit Windows 7

Here’s a summary of paged pool limits across operating systems:

  32-bit 64-bit
XP, Server 2003 XP: up to 491MB
Server 2003: up to 650MB
min( 4 * nonpaged pool limit, 128GB)
Vista, Server 2008,
Windows 7, Server 2008 R2
min( system commit limit, 2GB) min( system commit limit, 128GB)
Windows 8, Server 2012 min( system commit limit, 2GB) min( system commit limit, 384GB)

Testing Pool Limits

Because the kernel pools are used by almost every kernel operation, exhausting them can lead to unpredictable results. If you want to witness first hand how a system behaves when pool runs low, use the Notmyfault tool. It has options that cause it to leak either nonpaged or paged pool in the increment that you specify. You can change the leak size while it’s leaking if you want to change the rate of the leak and Notmyfault frees all the leaked memory when you exit it:


Don’t run this on a system unless you’re prepared for possible data loss, as applications and I/O operations will start failing when pool runs out. You might even get a blue screen if the driver doesn’t handle the out-of-memory condition correctly (which is considered a bug in the driver). The Windows Hardware Quality Laboratory (WHQL) stresses drivers using the Driver Verifier, a tool built into Windows, to make sure that they can tolerate out-of-pool conditions without crashing, but you might have third-party drivers that haven’t gone through such testing or that have bugs that weren’t caught during WHQL testing.

I ran Notmyfault on a variety of test systems in virtual machines to see how they behaved and didn’t encounter any system crashes, but did see erratic behavior. After nonpaged pool ran out on a 64-bit Windows XP system, for example, trying to launch a command prompt resulted in this dialog:


On a 32-bit Windows Server 2008 system where I already had a command prompt running, even simple operations like changing the current directory and directory listings started to fail after nonpaged pool was exhausted:


On one test system, I eventually saw this error message indicating that data had potentially been lost. I hope you never see this dialog on a real system!


Running out of paged pool causes similar errors. Here’s the result of trying to launch Notepad from a command prompt on a 32-bit Windows XP system after paged pool had run out. Note how Windows failed to redraw the window’s title bar and the different errors encountered for each attempt:


And here’s the start menu’s Accessories folder failing to populate on a 64-bit Windows Server 2008 system that’s out of paged pool:


Here you can see the system commit level, also displayed on Process Explorer’s System Information dialog, quickly rise as Notmyfault leaks large chunks of paged pool and hits the 2GB maximum on a 2GB 32-bit Windows Server 2008 system:


The reason that Windows doesn’t simply crash when pool is exhausted, even though the system is unusable, is that pool exhaustion can be a temporary condition caused by an extreme workload peak, after which pool is freed and the system returns to normal operation. When a driver (or the kernel) leaks pool, however, the condition is permanent and identifying the cause of the leak becomes important. That’s where the pool tags described at the beginning of the post come into play.

Tracking Pool Leaks

When you suspect a pool leak and the system is still able to launch additional applications, Poolmon, a tool in the Windows Driver Kit, shows you the number of allocations and outstanding bytes of allocation by type of pool and the tag passed into calls of ExAllocatePoolWithTag. Various hotkeys cause Poolmon to sort by different columns; to find the leaking allocation type, use either ‘b’ to sort by bytes or ‘d’ to sort by the difference between the number of allocations and frees. Here’s Poolmon running on a system where Notmyfault has leaked 14 allocations of about 100MB each:


After identifying the guilty tag in the left column, in this case ‘Leak’, the next step is finding the driver that’s using it. Since the tags are stored in the driver image, you can do that by scanning driver images for the tag in question. The Strings utility from Sysinternals dumps printable strings in the files you specify (that are by default a minimum of three characters in length), and since most device driver images are in the %Systemroot%\System32\Drivers directory, you can open a command prompt, change to that directory and execute “strings * | findstr <tag>”. After you’ve found a match, you can dump the driver’s version information with the Sysinternals Sigcheck utility. Here’s what that process looks like when looking for the driver using “Leak”:


If a system has crashed and you suspect that it’s due to pool exhaustion, load the crash dump file into the Windbg debugger, which is included in the Debugging Tools for Windows package, and use the !vm command to confirm it. Here’s the output of !vm on a system where Notmyfault has exhausted nonpaged pool:


Once you’ve confirmed a leak, use the !poolused command to get a view of pool usage by tag that’s similar to Poolmon’s. !poolused by default shows unsorted summary information, so specify 1 as the the option to sort by paged pool usage and 2 to sort by nonpaged pool usage:


Use Strings on the system where the dump came from to search for the driver using the tag that you find causing the problem.

So far in this blog series I’ve covered the most fundamental limits in Windows, including physical memory, virtual memory, paged and nonpaged pool. Next time I’ll talk about the limits for the number of processes and threads that Windows supports, which are limits that derive from these.

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  • Mark:

      We are getting back to the point IBM did in 1964 when it built the Stretch for the AEC - long words, meaning longer addresses and better control of memory (though I wish the next I7 or AMD similar would be a 100% 64-bit x86 rather than the 32 bits-with-bag-on-the-side models we've been seeing.

      Once you *can* address 4 TB of cheap RAM, then setting the various amounts allowed various jobs, as we used to say (a "job" is an active application) or daemons (read "TSRs" or inactive pre-loads), we could program (we did it with 1s and with 0s, and sometimes we ran out of 1s!)* without sloppy coding relying on stacks(or, for that matter, C, a language designed as a 'portable' single-pass compiler for two reasons 1) because compiling a job on a PDP-7 multi-pass device meant 'ok, let's start it up and break for lunch, then see if we had any errors) and mainframes were run, in part, by bean counters, who gave you so many 'chocolate' dollars in time to get your work done) and move back to writing all programs large and small in a 'smart' Assembler, yep in assembly language,** that would allow the construction or use of repeatedly-used optimized structures as "pseudo ops"***

       Which naturally brings up the question of why, guy, didn't you write all your sisinternals to run under 64 bit extensions?


    *Tom Smith - filk writer "when I was a Boy"

    **See Steve Gibson on assembler

    ***Of course, that was in the days before microcode and the need to build 1 circuit per class of instructions, The stunningly simple code for DEC's 12-bit desktop machines fit on a 3x5 card, the absolutely awesome code for the PDP-10 room-filling "big iron" fit on an 8.5x11" sheet. Remember the study on VAXen and PDP-11s that produced RISC architecture? A lot of x86 code might also prove slow and redundant if given the same test, cutting down 3 vol.s of code manuals to , at most, 1.(wtp's opinion, anyway) This might make for a physically larger Windows OS that ran fast enough to reduce CPU speed to MHz again - not 4-core hyperthreaded 3 GHz.+.And the assembled code might be way smaller than anything the most efficient C (+,++,# could produce.

  • The thing I don't understand is this:

    When I install Windows (any version) on any of my machines, a quick look at the Task Manager shows me that a significant amount of memory is being paged.

    but when I install Ubuntu on that same hardware, the page drive is zero

    what's the deal with that?

  • @Clovis It's disabled because the Protected Media Path (PMP) could be theoretically subverted by using the debugger APIs (which allow you to do things like patch the kernel from user-mode). When debugging PMP components, there's a special internal build which keeps the components running but allows debugging (which is internal to Microsoft and their DRM partners) -- this isn't something a user can do.

  • @Clovis: If they told you they'd have to sue you. :)

    Oops, too late. :D

  • Great article. Very clear.

    But given that how does, Task-Manager define a per process count of Non-Paged-Pool memory usage?

    I have a problem where we see a per process memory-pool rise.

  • So what do you if you find more then 1 driver matching symbol string? How do I identify which one is actually causing this?

  • @GS and @Chad

    You can use driver verifier to track pool usage by a driver.  See [] for more information

  • Great article.  I have a handle leak that accumulates in explorer.exe on my 4GB WinXP sp3 laptop.  This occurs multiple times per week and is happening as I type this.

    PoolMon shows:

    Even Nonp   12848369 ( 427)  11400450 ( 430)  1447919 69507456 (  -144)     48

    Total Handles 1,471,236 which of course means Windows is beginning to act up.

    The techniques so far have not led me to tell what is leaking the handles.  The Even tag I believes it is unknown.

    Explorer.exe handles total is 1,437,260

  • Sure enough, the problem which I mentioned in my previous post has returned. This time I used poolmon to track the culprit. It turned out to be a faulty version of the Microsoft MPIO driver (version 1.21 leaks nonpaged pool memory -> This issue was happening on one (Windows Server 2003 x86) cluster node, while the other cluster node did not exhibit any problems. The other cluster node turned out to be using a different version of the MPIO driver which didn't have the memory leak bug.

  • Symantec Antivirus software is one of the software which i have seen allocating humungous amount of paged pool (almost ~70MB). it's surprising how they got away with this so far given the huge instll base (both retail and corporate) they have.

  • Good information, but nothing creative here.

    For a deveoper like me, I rather liked the creativity and ingenuity of the idea in using pure Win32 and C++ to create Terabyte sized arrays on Win32 machines (without tweaking anything that too):

    Thats what I call real pushing of limits. Whoever did it, I found it quite inspiring. Way to go Boys.



  • Easier than installing the DDK just to get poolmon is to install the support tools for your OS. For XP SP2 it's available at

  • Nice job.  By far the best, most comprehensive guide on the subject.

  • hi

    i am running a windows 2008 64 bit server with 10gb of ram and exchange 2007 sp1.

    the exchange monitoring tool on the server says

    Paged pool memory on server uk-mailbox is over the error threshold of 220 MB. Current value: 234 MB.

    The maximum non-paged pool memory on server uk-mailbox is over the warning threshold of 100 MB. This may cause system instability. Current value: 110 MB.

    but having ran the process explorer tool it shows that it is nowhere near the limit of 128gb for 64bit 2008 server systems

    i also wanted to look at poolmon to see if any of the applications are leaking but i cannot see that poolmon is supported on windows 2008 64 bit server. is there a version for this OS?

    and should i be worried about the paged and non-paged pool memory warning?

    there are no event id's in the system log and the server seems to be running fine. no crashes (yet)

  • Mark,

    How about the other important resources (eg System PTE's, Session View Space, Sesion Paged Pool, Desktop Heap), it would be great if you can discuss these as well!