Memory Grafting: Scaling Language Model Pre-training via Offline Conditional Memory
Authors: Runxi Cheng, Yuchen Guan, Yongxian Wei, Qianpu Sun, Qixiu Li, Sinan Du, Feng Xiong, Chun Yuan, +2 more
Abstract
Scaling conditional memory offers a promising way to increase language-model capacity, but existing methods such as Engram learn large memory tables from scratch during pre-training, making memory scaling expensive and sometimes ineffective. We propose Memory Grafting, a conditional memory scaling method that utilizes frozen hidden states from a grafting model as conditional n-gram memory. Given frequent local n-grams, we run the grafting model offline, store final-token hidden representations as memory values, and let the recipient model retrieve them through exact longest-match suffix lookup. Retrieved memories are adapted by lightweight projections and gates, while a hash-based Engram fallback preserves coverage for unmatched contexts. Since the grafting model is only run offline and exact lookup has expected O(1) complexity with respect to memory-bank size, Memory Grafting expands external latent capacity with limited training and inference overhead. Experiments under matched recipient architectures and pre-training budgets show that Memory Grafting improves over both MoE and vanilla Engram baselines. In the 2.8B-scale setting, it improves the average benchmark score from 51.95 for MoE and 52.43 for vanilla Engram to 53.86. In the 0.92B-scale setting, all grafting-model variants improve over the baselines, with Qwen3.5-35B-A3B giving the strongest gains. These results suggest that pretrained models can serve as reusable constructors of external latent memory, providing a practical step toward scaling future language models beyond trainable parameters alone.
While Mixture-of-Experts (MoE) scales capacity via conditional computation, Transformers lack a native primitive for knowledge lookup, forcing them to inefficiently simulate retrieval through computation. To address this, we introduce conditional memory as a complementary sparsity axis, instantiated via Engram, a module that modernizes classic N-gram embedding for O(1) lookup. By formulating the Sparsity Allocation problem, we uncover a U-shaped scaling law that optimizes the trade-off between neural computation (MoE) and static memory (Engram). Guided by this law, we scale Engram to 27B parameters, achieving superior performance over a strictly iso-parameter and iso-FLOPs MoE baseline. Most notably, while the memory module is expected to aid knowledge retrieval (e.g., MMLU +3.4; CMMLU +4.0), we observe even larger gains in general reasoning (e.g., BBH +5.0; ARC-Challenge +3.7) and code/math domains~(HumanEval +3.0; MATH +2.4). Mechanistic analyses reveal that Engram relieves the backbone's early layers from static reconstruction, effectively deepening the network for complex reasoning. Furthermore, by delegating local dependencies to lookups, it frees up attention capacity for global context, substantially boosting long-context retrieval (e.g., Multi-Query NIAH: 84.2 to 97.0). Finally, Engram establishes infrastructure-aware efficiency: its deterministic addressing enables runtime prefetching from host memory, incurring negligible overhead. We envision conditional memory as an indispensable modeling primitive for next-generation sparse models.
Transformers lack a native lookup mechanism, requiring repeated dense computation to recognize and reuse local static patterns. Lngram v1 introduces tokenizer-independent conditional memory through discrete latent n-gram addressing, but its memory capacity is coupled with the backbone width, limiting scalability due to high parameter and activation costs. We propose Lngram v2, which decouples the number of routes, memory dimension, and backbone width, and introduces a context-aware grouped-query attention readout to scale memory capacity independently. A zero-value Sink and counterfactual surrogate gradients further improve readout selectivity and routing trainability while preserving hard discrete addressing. Experiments across vision--language models (VLMs) of different scales show consistent improvements, including successful scaling to a 30B-parameter model. Compared with Lngram v1, Lngram v2 substantially reduces both total and activated memory parameters while maintaining or improving language modeling performance. Further analysis shows that its discrete IDs preserve substantial semantic structure of continuous hidden states, enabling semantic recovery from IDs alone and stable ID--semantic associations across datasets. These results establish Lngram v2 as an efficient and scalable latent conditional memory mechanism whose discrete addresses also provide a structured interface for analyzing internal model representations.
Decoder-only language models entangle long-term memory and reasoning in a single parameter set, making it difficult to scale memory capacity independently. Memory Decoder introduces a parametric long-term memory module but only studies it at a relatively small scale. In this work, we present Memory Decoder at Scale, scaling memory models up to 6.9B parameters and pretraining them on 300B tokens. At this data scale, the combined cost of indexing and search makes a standard Faiss pipeline infeasible. We address this bottleneck with a distributed pipeline for Faiss indexing and retrieval, together with sparse, batch-wise loading of kNN distributions. Across model scales, we find that allocating more parameters to memory yields a better parameter-performance tradeoff than scaling the base model alone. On 17 benchmarks, pairing a 6.9B general memory with Pythia-410M raises its average score from 29.86 to 37.34, surpassing Pythia-12B (37.24) with 39% fewer total parameters. For Qwen3 Base models ranging from 0.6B to 14B, 1.7B domain memories improve the average score across the three domains by more than 9 points at every scale. Overall, our results demonstrate that independently scaling pretrained memory offers a more parameter efficient path to improving language model performance.