The low-rank adaptation (LoRA)  method can largely reduce the amount of trainable parameters for fine-tuning large language models (LLMs) , however, it still requires expensive activation memory to update low-rank weights. Reducing the number of LoRA layers or using activation recomputation could harm the fine-tuning performance or increase the computational overhead. In this work, we present LoRA-FA, a memory-efficient fine-tuning method that reduces the activation memory without performance degradation and expensive recomputation. LoRA-FA chooses to freeze the projection-down weight ofand update the projection-up weight ofin each LoRA layer. It ensures the change of model weight reside in a low-rank space during LLMs fine-tuning, while eliminating the requirement to store full-rank input activations. We conduct extensive experiments across multiple model types (RoBERTa, T5, LLaMA)  and model scales. Our results show that LoRA-FA can always achieve close fine-tuning accuracy across different tasks compared to full parameter fine-tuning and LoRA. Furthermore, LoRA-FA can reduce the overall memory cost by up to 1.4compared to LoRA.