Falcon 40B Instruct needs ~26.1 GB VRAM. MacBook Pro M2 Pro 32GB has 23.0 GB. With Q3_K_S quantization, expect ~6 tok/s.
Operating mode
Interactive favors responsiveness, while light API and scale-out lean harder on serving readiness. The fit stays the same, but the recommendation lens changes.
Current mode
Balanced
Balanced for general local use. Keeps the ranking neutral across personal and serving workflows.
Select quantization to explore
12.3 GB over capacity — needs offload or smaller quantization
Fit status
Too heavy
Decode
3.1 tok/s
TTFT
62865 ms
Safe context
4K
Memory
35.3 GB / 23.0 GB
Offload
30%
It fits through host-memory offload, and offload is the main reason performance drops.
CPU or host-memory offload is active
About 10% of the working set spills out of accelerator memory, which usually hurts latency and sustained decode throughput.
Very little memory headroom
You can run the model, but there is not much room left for longer context, bigger batches, extra apps, or future model updates.
Shared-memory contention still exists
The OS, browser, and inference runtime all compete for the same physical memory pool, so real-world headroom is less forgiving than raw capacity suggests.
Remove offload with more accelerator memory
Prioritize a GPU or unified-memory tier that fits the whole model natively. Removing offload usually helps more than small compute gains.
Buy headroom, not only minimum fit
A slightly larger memory tier gives you safer context growth and makes the recommendation more future-proof.
Increase host RAM if you keep offloading
This setup may need roughly 2.3 GB of extra host RAM just for the offloaded portion, before OS and other tools.
| Workload | Grade | Fit | Decode | TTFT | Context |
|---|---|---|---|---|---|
| Chat | F | Too heavy | 3.2 tok/s | 33283 ms | 4K |
| Coding | F | Too heavy | 3.1 tok/s | 62865 ms | 4K |
| Agentic Coding | F | Too heavy | 2.9 tok/s | 96788 ms | 4K |
| Reasoning | F | Too heavy | 3.1 tok/s | 74295 ms | 4K |
| RAG | F | Too heavy | 2.9 tok/s | 120985 ms | 4K |
How Falcon 40B Instruct (40B params) fits at each quantization level on MacBook Pro M2 Pro 32GB (23.0 GB usable).
| Quant | Bits | VRAM | Quality | Fit |
|---|---|---|---|---|
Q2_KBest for your GPU | 2 | 15.6 GB | Low | A70 |
Q3_K_S | 3 | 19.6 GB | Low | F0 |
Copy-paste commands to run Falcon 40B Instruct on your machine.
Run
docker run --rm -it ghcr.io/ggerganov/llama.cpp:full \
--hf-repo "tiiuae/falcon-40b-instruct" \
--hf-file "falcon-40b-instruct-Q5_K_M.gguf" \
-c 4096 -ngl 99Upgrade options
Makes the model fit on the accelerator instead of staying completely out of reach.
Removes host-memory offload, which is usually the single biggest latency and throughput win.
~$1,099 MSRP
Makes the model fit on the accelerator instead of staying completely out of reach.
Removes host-memory offload, which is usually the single biggest latency and throughput win.
~$1,599 MSRP
Makes the model fit on the accelerator instead of staying completely out of reach.
Removes host-memory offload, which is usually the single biggest latency and throughput win.
~$2,499 MSRP
Yes, MacBook Pro M2 Pro 32GB can run Falcon 40B Instruct at Q3_K_S quantization (Very compromised (needs ~2.3 GB host RAM)). The recommended Q5_K_M requires 35.3 GB which exceeds available memory, but at Q3_K_S it needs only 26.1 GB. Expected decode speed: 5.9 tok/s.
Falcon 40B Instruct (40B parameters) requires approximately 35.3 GB at Q5_K_M quantization. On MacBook Pro M2 Pro 32GB, it fits at Q3_K_S using 26.1 GB.
The recommended quantization is Q5_K_M, but on MacBook Pro M2 Pro 32GB the best fitting quantization is Q3_K_S, which uses 26.1 GB.
On MacBook Pro M2 Pro 32GB, Falcon 40B Instruct achieves approximately 5.9 tokens per second decode speed with a time-to-first-token of 32660ms using Q3_K_S quantization.
For coding workloads, Falcon 40B Instruct on MacBook Pro M2 Pro 32GB receives a F grade with 3.1 tok/s and 4K context.
On MacBook Pro M2 Pro 32GB, Falcon 40B Instruct can safely use up to 4K tokens of context at Q3_K_S quantization. The model's official context limit is 8K, but available memory constrains the safe maximum.
Paste this snippet into any page to show a live fit card.
<iframe src="https://willitrunai.com/embed/falcon-40b-instruct-on-m2-pro-32gb" width="400" height="180" frameborder="0" style="border:none;border-radius:12px;overflow:hidden;" title="Will It Run AI — fit result"></iframe>
Preview:
| 4 |
22.4 GB |
| Medium |
| F0 |
Q4_K_M | 4 | 24.4 GB | Medium | F0 |
Q5_K_M | 5 | 28.8 GB | High | F0 |
Q6_K | 6 | 32.8 GB | High | F0 |
Q8_0 | 8 | 42.8 GB | Very High | F0 |
F16 | 16 | 82.0 GB | Maximum | F0 |
Remove offload with more accelerator memory. Prioritize a GPU or unified-memory tier that fits the whole model natively. Removing offload usually helps more than small compute gains.
Not always. MacBook Pro M2 Pro 32GB can often fit larger models thanks to unified memory, but a discrete GPU with dedicated high-bandwidth VRAM may still decode faster once the model fits. For this combination, the important distinction is capacity versus sustained throughput.