To match the signatures of malicious traffic across packet boundaries, network-intrusion detection (and prevention) systems (NIDS) typically perform pattern matching after flow reassembly or packet reordering. However, this may lead to the need for large packet buffers, making detection vulnerable to denial-of-service (DoS) attacks, whereby attackers exhaust the buffer capacity by sending long sequences of out-of-order packets. While researchers have proposed solutions for exact-match patterns, regular-expression matching on out-of-order packets is still an open problem. Specifically, a key challenge is the matching of complex sub-patterns (such as repetitions of wildcards matched at the boundary between packets). Our proposed approach leverages the insight that various segments matching the same repetitive sub-pattern are logically equivalent to the regular-expression matching engine, and thus, interchanging them would not affect the final result. In this paper, we present O 3 FA, a new finite automata-based, deep packet-inspection engine to perform regular-expression matching on out-of-order packets without requiring flow reassembly. O 3 FA consists of a deterministic finite automaton (FA) coupled with a set of prefix-/suffix-FA, which allows processing outof-order packets on the fly. We present our design, optimization, and evaluation for the O 3 FA engine. Our experiments show that our design requires 20x-4000x less buffer space than conventional buffering-and-reassembling schemes on various datasets and that it can process packets in real-time, i.e., without reassembly. Several solutions have been proposed to address the problem of processing out-of-order packets in NIDS. One approach that is widely adopted in current network devices is packet buffering and stream reassembling [14, 16-18]. In this case, incoming packets are buffered and packet streams are reassembled based on the