Seismic tomography, as typically practiced on both the exploration, crustal, and global scales, considers only the arrival times of selected sets of phases and relies primarily on WKBJ theory during inversion. Since the mid 1980’s, researchers have explored, largely on a theoretical level, the possibility of inverting the entire seismic record. Due to the ongoing advances in CPU performance, full waveform inversion is finally becoming feasible on select problems with promising results emerging from frequency-domain methods. However, frequency-domain techniques using sparse direct solvers are currently constrained by memory limitations in 3D where they exhibit a O(n4) worst-case bound on memory usage. We sidestep this limitation by using a h...