I may have found the answer Apparently you need to tell Windows that you want to use the machine as a file server and that it should allocate resources accordingly. Set the following registry key to ‘1′: HKLM\SYSTEM\CurrentControlSet\Control\Session Manager\Memory Management\LargeSystemCache and set the following registry key to ‘3′: HKLM\SYSTEM\CurrentControlSet\Services\LanmanServer\Parameters\Size After making these changes and restarting, I haven’t seen this issue arise again http://alan.lamielle.net/2009/09/03/windows-7-nonpaged-pool-srv-error-2017 This actually worked... I could not reproduce the "too many files" error after applying those registry changes and rebooting. Thanks krbaugh.