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Windows Update Error 0x8007000E: What “Not Enough Memory” Actually Means

Media Error 0x8007000E and Low-Memory Update Failures

 

Windows Update reaches the installation stage and suddenly fails with:

0x8007000E

You may also see:

“Not enough memory resources are available to complete this operation.”

The obvious conclusion is:

“My PC needs more RAM.”

Not necessarily.

Windows uses several different resources while installing updates, including:

  • physical RAM
  • virtual memory
  • the Windows paging file
  • storage space
  • servicing resources
  • temporary disk space

Microsoft says Windows Update errors 0x8007000E and 0x800705AA are most commonly associated with insufficient available virtual memory.

So before buying more memory, work through the problem logically.

What Does Error 0x8007000E Mean?

At Windows API level, 0x8007000E broadly represents an out-of-memory/resource condition.

During Windows Update, that doesn't necessarily mean every stick of RAM is occupied.

Microsoft identifies two particularly common causes:

  • third-party applications consuming large amounts of virtual memory
  • Windows virtual memory being manually configured rather than automatically managed.

There is another complication.

Microsoft's general Windows Update guidance also lists 0x8007000E as an error that can occur when there isn't enough disk space to complete an update.

That means the sensible approach is to check resources, not assume one specific component has failed.

1. Restart the PC First

Start with:

Start > Power > Restart

Don't simply shut down and turn the PC back on.

A restart clears:

  • running applications
  • temporary memory consumption
  • stuck services
  • some pending update operations

After restarting, don't immediately reopen:

  • Teams
  • Outlook
  • dozens of browser tabs
  • virtual machines
  • Adobe applications
  • development tools

Go directly to:

Settings > Windows Update

and try again.

If the update now installs, the problem may simply have been temporary resource pressure.

2. Check Memory Usage

Press:

Ctrl + Shift + Esc

to open Task Manager.

Select:

Performance > Memory

Look at how much memory is already being used before Windows Update begins.

Then check:

Processes

and sort by Memory.

Look for unusually heavy applications.

Common examples might include:

  • browsers with large numbers of tabs
  • Teams
  • virtual machines
  • development environments
  • Adobe applications
  • database software
  • poorly behaving applications

Don't randomly terminate Windows processes just because they use memory.

The objective is to identify applications you recognise and don't currently need.

Close those applications properly and retry Windows Update.

3. Check Whether Windows Is Managing Virtual Memory Automatically

This is the most important addition I would make to the current article.

Windows normally manages its paging file automatically.

That's generally what you want.

Microsoft specifically identifies manually configured virtual memory as one of the common causes of 0x8007000E during Windows Update.

Search Start for:

View advanced system settings

Then open:

Advanced > Performance > Settings > Advanced

Under:

Virtual memory

select:

Change

Normally, you should see:

Automatically manage paging file size for all drives

enabled.

If somebody previously disabled automatic management or configured an unusually small paging file, Windows Update may not have enough virtual memory to complete servicing operations.

For an ordinary Windows 11 PC, I would normally restore automatic management rather than trying to calculate a clever custom paging-file size.

Restart afterwards.

Don't Disable the Page File Because You Have Lots of RAM

This is a surprisingly common “Windows optimisation” tip.

Someone has:

32GB RAM

or:

64GB RAM

and decides:

“I don't need virtual memory.”

So they disable the paging file.

That can cause applications and Windows components to behave unexpectedly.

The paging file is not simply emergency RAM for ancient PCs.

Windows memory management is designed around the availability of virtual memory.

Unless you have a specific technical requirement, let Windows manage it.

4. Check Free Storage Space

Now check:

File Explorer > This PC

Look at the free space on:

C:

Windows Update needs working space to:

  • download updates
  • unpack compressed files
  • stage components
  • replace system files
  • maintain rollback information

Microsoft says feature updates commonly require around 6–11GB or more of free space, while quality updates may require around 2–3GB or more, although requirements vary significantly according to the update and system configuration.

If C: is nearly full, fix that before attempting more complicated repairs.

5. Use Cleanup Recommendations

Go to:

Settings > System > Storage > Cleanup recommendations

Windows can identify categories such as:

  • temporary files
  • large or unused files
  • cloud-synchronised files
  • unused applications

Microsoft recommends Cleanup recommendations and Storage Sense when space is needed for Windows Update.

Review what Windows proposes before deleting it.

Don't blindly remove everything.

Be Careful With Windows.old

After a Windows upgrade, you may have:

Windows.old

This can consume substantial storage.

But it also supports the ability to return to the previous Windows version for a limited period.

Microsoft warns that deleting the previous Windows installation removes that rollback option.

So don't delete it simply to gain a few gigabytes unless you're comfortable losing that recovery path.

6. Try a Clean Boot

If the PC has plenty of storage and Windows is managing virtual memory correctly, background software becomes more interesting.

Microsoft specifically recommends a clean restart/clean boot as a workaround for 0x8007000E and 0x800705AA because third-party applications and services can consume resources required by Windows Update.

Search for:

System Configuration

or run:

msconfig

Under Services:

  1. Select Hide all Microsoft services.
  2. Select Disable all.

Then open:

Startup > Open Task Manager

and disable non-essential startup applications.

Restart Windows and retry the update.

Important

Do not select Disable all before selecting:

Hide all Microsoft services

The purpose is to remove third-party interference—not disable Windows itself.

Once testing is complete, restore normal startup behaviour.

7. Check Whether a Specific Application Is Consuming Huge Amounts of Memory

If the update succeeds after a clean boot, don't simply declare victory.

Find out what caused the resource pressure.

Re-enable third-party startup items and services methodically.

Potential culprits could include:

  • security software
  • backup agents
  • management utilities
  • hardware utilities
  • application launchers
  • old drivers
  • virtualisation software

For a business PC, don't permanently disable:

  • endpoint protection
  • backup software
  • RMM agents
  • monitoring software

just because Windows Update works without them.

That tells you where to investigate.

It isn't necessarily the final solution.

8. Run the Windows Update Troubleshooter

Go to:

Settings > System > Troubleshoot > Other troubleshooters

Find:

Windows Update

and select:

Run

Microsoft continues to recommend the Windows Update troubleshooter as part of its supported update-repair process.

Allow it to complete, restart where requested and try the update again.

9. Check for System Corruption

If resource levels look healthy but Windows Update repeatedly fails, check the Windows component store and protected system files.

Open:

Terminal (Admin)

or:

Command Prompt (Admin)

Run:

DISM.exe /Online /Cleanup-Image /RestoreHealth

Allow DISM to complete.

Then run:

sfc /scannow

Restart Windows afterwards and try Windows Update again.

These tools solve a different problem from virtual memory.

They are useful when update failures are being caused by damaged Windows servicing components or system files rather than simply insufficient resources.

10. Don't Immediately Delete the Windows Update Cache

You'll find plenty of internet instructions telling you to immediately delete:

C:\Windows\SoftwareDistribution

for virtually every Windows Update error.

That isn't where I would start with 0x8007000E.

Microsoft now has specific guidance identifying virtual-memory/resource exhaustion as a common cause.

Start with:

restart → memory → paging file → storage → clean boot

before resetting Windows Update components.

The error code should guide the troubleshooting.

11. What About 0x800705AA?

You may instead encounter:

0x800705AA

with a message such as:

“Insufficient system resources exist to complete the requested service.”

Microsoft covers 0x800705AA alongside 0x8007000E because both can result from insufficient available virtual memory during Windows servicing.

The same initial checks therefore apply:

  • restart
  • close unnecessary applications
  • check virtual memory
  • check storage
  • clean boot
  • retry the update

12. Advanced Check: RegistrySizeLimit

There is one obscure cause worth mentioning—but I would keep it firmly in the advanced section.

Microsoft says that if the Windows CBS log shows the failure involved registry resources, check:

RegistrySizeLimit

Microsoft explains that a non-zero value can restrict the maximum registry size and eventually prevent Windows servicing operations from completing.

This is not something ordinary users should start changing because they found 0x8007000E.

Only investigate it when the servicing logs actually point in that direction.

Random Registry editing is not troubleshooting.

13. What If It's a Virtual Machine?

This error deserves extra attention on VMs.

The guest may have:

  • too little allocated RAM
  • insufficient virtual memory
  • constrained storage
  • several resource-intensive workloads

Microsoft specifically says administrators should consider increasing the virtual hardware resources available to an affected VM where appropriate.

Check both:

the Windows guest configuration

and:

the resources assigned by the hypervisor.

Adding physical RAM to the host doesn't automatically mean the VM has access to it.

14. Don't Buy RAM Yet

Before upgrading memory because of 0x8007000E, answer these questions:

Is Windows actually running short of physical memory?

Is the paging file enabled and automatically managed?

Is C: nearly full?

Does the update work after a clean boot?

Is one application consuming abnormal amounts of memory?

If the PC has 16GB or 32GB of RAM but somebody disabled the paging file, installing another 32GB may completely miss the actual problem.

The Best Troubleshooting Order

For Windows Update error 0x8007000E, I would use this sequence:

  1. Restart Windows.
  2. Retry the update before opening lots of applications.
  3. Check Task Manager for excessive memory use.
  4. Confirm Windows automatically manages the paging file.
  5. Restart if you change virtual-memory settings.
  6. Check free space on C:.
  7. Use Storage Sense/Cleanup recommendations where necessary.
  8. Try a clean boot.
  9. Run the Windows Update troubleshooter.
  10. Run DISM followed by SFC if servicing corruption is suspected.
  11. Check whether the error is actually 0x800705AA or another update code.
  12. For VMs, review assigned resources.
  13. Only investigate RegistrySizeLimit if CBS logs specifically point to registry resource exhaustion.

That is much better than assuming:

0x8007000E = buy more RAM.

How Hamilton Group Can Help

Windows Update failures become frustrating when the error message points in the wrong direction.

Hamilton Group can diagnose:

  • Windows Update error 0x8007000E
  • error 0x800705AA
  • Windows 11 update failures
  • virtual-memory problems
  • paging-file configuration
  • low storage
  • Windows servicing corruption
  • DISM and SFC errors
  • virtual-machine resource problems
  • business Windows patching

For managed business environments, we can also determine whether the same failure is affecting multiple devices and identify a common configuration, application or update problem rather than troubleshooting every PC independently.

Visit hgmssp.com or call 0330 043 0069 to speak with Hamilton Group.