Hi, I am working on a 64-bit .Net Windows Service application that essentially loads up a bunch of data for processing. While performing data volume testing, we were able to overwhelm the process and it threw an OutOfMemoryException (I do not have any performance statistics on the process when it failed.) I have a hard time believing that the process requested a chunk of memory that would have exceeded the allowable address space for the process since its running on a 64-bit machine. I do know that the process is running on a machine that is consistently in the neighborhood of 80%-90% physical memory usage. My question is: Can the CLR throw an OutOfMemoryException if the machine is critically low on available physical memory even though the process wouldn't exceed it's allowable amount of virtual memory? Thanks for your help!