Adaptive regularization methods pre-multiply a descent direction by a preconditioning matrix. Due to the large number of parameters of machine learning problems, full-matrix preconditioning methods are prohibitively expensive. We show how to modify full-matrix adaptive regularization in order to make it practical and effective. We also provide a novel theoretical analysis for adaptive regularization in nonconvex optimization settings. The core of our. algorithm, termed GGT, consists of the efficient computation of the inverse square root of a low-rank matrix. Our preliminary experiments show improved iteration-wise convergence rates across synthetic tasks and standard deep learning benchmarks, and that the more carefully-preconditioned steps sometimes lead to a better solution.