this is not a problem of tomcat but rather of the DOS window(i guess u r using command prompt on Win system) in which u run it. just change the initial memory setting for the window (by going to properties of the command window), and everything should be fine. the reason for the messages is that due to lack of memory the space for tomcat env. variables can not be allocated, resulting in not setting the reqd variables, like classpath.hope this helps....