Fine-Tuning Language Models with Just Forward Passes

Sadhika Malladi · Tianyu Gao · Eshaan Nichani · Alex Damian · Jason Lee · Danqi Chen · Sanjeev Arora

Hall C2 (level 1 gate 9 south of food court)
[ Abstract ] [ Livestream: Visit Oral 4A Optimization ]
Wed 13 Dec 2:15 p.m. — 2:30 p.m. PST

Fine-tuning language models (LMs) has yielded success on diverse downstream tasks, but as LMs grow in size, backpropagation requires a prohibitively large amount of memory. Zeroth-order (ZO) methods can in principle estimate gradients using only two forward passes but are theorized to be catastrophically slow for optimizing large models. In this work, we propose a memory-efficient zerothorder optimizer (MeZO), adapting the classical ZO-SGD method to operate in-place, thereby fine-tuning LMs with the same memory footprint as inference. For example, with a single A100 80GB GPU, MeZO can train a 30-billion parameter model, whereas fine-tuning with backpropagation can train only a 2.7B LM with the same budget. We conduct comprehensive experiments across model types (masked and autoregressive LMs), model scales (up to 66B), and downstream tasks (classification, multiple-choice, and generation). Our results demonstrate that (1) MeZO significantly outperforms in-context learning and linear probing; (2) MeZO achieves comparable performance to fine-tuning with backpropagation across multiple tasks, with up to 12× memory reduction and up to 2× GPU-hour reduction in our implementation; (3) MeZO is compatible with both full-parameter and parameter-efficient tuning techniques such as LoRA and prefix tuning; (4) MeZO can effectively optimize non-differentiable objectives (e.g., maximizing accuracy or F1). We support our empirical findings with theoretical insights, highlighting how adequate pre-training and task prompts enable MeZO to fine-tune huge models, despite classical ZO analyses suggesting otherwise.

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