Re-Pair is a grammar compression scheme with favorably good compression rates. The computation of Re-Pair comes with the cost of maintaining large frequency tables, which makes it hard to compute Re-Pair on large scale data sets. As a solution for this problem we present, given a text of length n whose characters are drawn from an integer alphabet, an O(n^2) time algorithm computing Re-Pair in n lg max(n, τ) bits of working space including the text space, where τ is the number of terminals and non-terminals.