Thanks for the quick answer tytso.

I used resize2fs to do an online grow of from 8TB to 12TB and that worked fine.
now I'm trying to offline shrink it back down to 8TB and it's unable to do so.

I am using a raspberrypi so it's 32-bit and limited to 256MB and I have 2x that 
in swap.
I am using debian not ubuntu but I'm guessing this is common code.

uname -a
Linux test 3.6.11+ #474 PREEMPT Thu Jun 13 17:14:42 BST 2013 armv6l GNU/Linux

(taken during a "e2fsck -fy ")
free
             total       used       free     shared    buffers     cached
Mem:        237648     225440      12208          0      63240      11796
-/+ buffers/cache:     150404      87244
Swap:       475132      13444     461688

I was watching top and never saw it use more that 53% of the RAM but I
may have missed the crucial moment.

I'll contact linux-e...@vger.kernel.org as you suggest.

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https://bugs.launchpad.net/bugs/455024

Title:
  resize2fs: memory allocation failed while trying to resize

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