Abstract: Fine-tuning large pre-trained models on downstream tasks has been adopted in a variety of domains recently. However, it is costly to update the entire parameter set of large pre-trained models. Although recently proposed parameter-efficient transfer learning (PETL) techniques allow updating a small subset of parameters (e.g. only using $2\%$ of parameters) inside a pre-trained backbone network for a new task, they only reduce the training memory requirement by up to $30\%$. This is because the gradient computation for the trainable parameters still requires backpropagation through the large pre-trained backbone model. To address this, we propose Ladder Side-Tuning (LST), a new PETL technique that can reduce training memory requirements by more substantial amounts. Unlike existing parameter-efficient methods that insert additional parameters inside backbone networks, we train a ladder side network, a small and separate network that takes intermediate activations as input via shortcut connections (ladders) from backbone networks and makes predictions. LST has significantly lower memory requirements than previous methods, because it does not require backpropagation through the backbone network, but instead only through the side network and ladder connections. We evaluate our method with various models (T5 and CLIP-T5) on both natural language processing (GLUE) and vision-and-language (VQA, GQA, NLVR$^2$, MSCOCO) tasks. LST saves $69\%$ of the memory costs to fine-tune the whole network, while other methods only save $26\%$ of that in similar parameter usages (hence, 2.7x more memory savings). Moreover, LST achieves higher accuracy than Adapter and LoRA in a low-memory regime. To further show the advantage of this better memory efficiency, we also apply LST to larger T5 models (T5-large, T5-3B), attaining better GLUE performance than full fine-tuning and other PETL methods. The trend also holds in the experiments on vision-and-language tasks, where LST achieves similar accuracy to other PETL methods when training a similar number of parameters while also having 2.7x more memory savings.