This paper describes a phenomenon that limits the power handling of MEMS resonators. It is observed that above a certain driving level, the resonance amplitude becomes independent of the driving level. In contrast to previous studies of power handling of MEMS resonators, it is found that this amplitude saturation cannot be explained by nonlinear terms in the spring constant or electrostatic force. Instead we show that the amplitude in our experiments is limited by nonlinear terms in the equation of motion which couple the in-plane length-extensional resonance mode to one or more out-of-plane (OOP) bending modes. We present experimental evidence for the autoparametric excitation of these OOP modes using a vibrometer. The measurements are compared to a model that can be used to predict a power-handling limit for MEMS resonators. © 2010 IOP Publishing Ltd.