Large Language Models (LLMs) have recently gained popularity due to their impressive few-shot performance across various downstream tasks. However, fine-tuning all parameters and storing a unique model for each downstream task or domain becomes impractical because of the massive size of checkpoints (e.g., 350GB in GPT-3). Current literature, such as LoRA, showcases the potential of low-rank modifications to the original weights of an LLM, enabling efficient adaptation and storage for task-specific models. These methods can reduce the number of parameters needed to fine-tune an LLM by several orders of magnitude. Yet, these methods face two primary limitations: 1) the parameter reduction is lower-bounded by the rank one decomposition, and 2) the extent of reduction is heavily influenced by both the model architecture and the chosen rank.For instance, in larger models, even a rank one decomposition might exceed the number of parameters truly needed for adaptation. In this paper, we introduce NOLA, which overcomes the rank one lower bound present in LoRA. It achieves this by re-parameterizing the low-rank matrices in LoRA using linear combinations of randomly generated matrices (basis) and optimizing the linear mixture coefficients only. This approach allows us to decouple the number of trainable parameters from both the choice of rank and the network architecture. We present adaptation results using GPT-2 and ViT in natural language and computer vision tasks. NOLA performs as well as, or better than models with equivalent parameter counts. Furthermore, we demonstrate that we can halve the parameters in larger models compared to LoRA with rank one, without sacrificing performance.