Voxel-based rendering has recently received significant attention due to its potential in the context of efficiently rendering massively large and highly detailed scenes. Unfortunately, few scenes are available in the form of sparse voxel octrees. In this paper, we present an out-of-core algorithm for constructing a sparse voxel octree from a triangle mesh. Our algorithm allows the input triangle mesh, the output sparse voxel octree and, most importantly, the intermediate high-resolution 3D voxel grid, to be larger than available memory. We demonstrate that our out-of-core algorithm can construct sparse voxel octrees from triangle meshes using only a fraction of the memory required by an in-core algorithm in roughly the same time, and that our out-of-core algorithm can also handle extremely large triangle meshes.