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VMware Tools Causing Out of Memory Problems in Windows Server 2003 Guest (1549)


My Windows Server 2003 guest has an error in the event log stating: "Event 2019: The server was unable to allocate from the system nonpaged pool because the pool was empty." The system and running applications are performing poorly.

When I check the list of running processes in Task Manager, the line for VMware Tools (VMwareService.exe) shows an excessive number of handles allocated.


The versions of VMware Tools included in ESX Server 2.0 through 2.5 contain a memory allocation error that may impact performance or cause system failures in certain Windows virtual machines. The guest operating systems affected by this error are:

  • Windows XP
  • Windows Server 2003

Note: ESX Server versions 2.5.1 and later are not affected by this error.

You can repair this error by applying the appropriate upgrade patch for ESX Server. This will install a new version of VMware Tools, with which you can update the version of VMware Tools used in your virtual machines. You can safely update all supported Windows virtual machines with this version of VMware Tools, but only virtual machines with the listed guest operating systems installed need to be updated.

Instructions and download links are provided below. There is a different patch for each ESX Server release, so please make sure to download the correct version.

Applying the patch installs a new version of VMware Tools on your server. After you restart your system, ESX Server recognizes the new version of VMware Tools. Each time you start a virtual machine, subsequently, you will be prompted by the Remote Console to update VMware Tools.


1549; BSOD; memory; leak; hang

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