The rapid advancements in Large Language Models (LLMs) have revolutionized various natural language processing tasks. However, the substantial size of LLMs presents significant challenges in training or fine-tuning. While parameter-efficient approaches such as low-rank adaptation (LoRA) have gained popularity, they often compromise performance compared to full-rank fine-tuning. In this paper, we propose Outlier-weighed Layerwise Sampling (OWS), a new memory-efficient fine-tuning approach, inspired by the layerwise outlier distribution of LLMs. Unlike LoRA, which adds extra adapters to all layers, OWS strategically assigns higher sampling probabilities to layers with more outliers, selectively sampling only a few layers and fine-tuning their pre-trained weights. To further increase the number of fine-tuned layers without a proportional rise in memory costs, we incorporate gradient low-rank projection, further boosting the approach’s performance. Our extensive experiments across various architectures, including LLaMa2 and Mistral, demonstrate that OWS consistently outperforms baseline approaches, including full fine-tuning. Specifically, it achieves up to a 1.1% average accuracy gain on the Commonsense Reasoning benchmark, a 3.0% improvement on MMLU, and a notable 10% boost on MT-Bench, while being more memory efficient. OWS allows us to fine-tune 7B LLMs with only 21GB of memory. Our code is available at https://github.com/pixeli99/OWS.