TF 2.0 OOM with GTX860M

2019-12-12 15:44:15.865016: W tensorflow/core/framework/op_kernel.cc:1622] OP_REQUIRES failed at resource_variable_ops.cc:703 : Resource exhausted: OOM when allocating tensor with shape[39015,100,300] and type float on /job:localhost/replica:0/task:0/device:CPU:0 by allocator cpu

TensorFlow is attempting to allocate 39015100300*4/1024/1024/1024 = 4.3GB of host memory and failing. The framework is likely working as intended, the model simply isn’t fitting in the hardware resources available. You can look at moving to sparse representations or move to machine with more system memory.