Data-Efficient Autoregressive-to-Diffusion Language Models via On-Policy Distillation
Authors: Xingyu Su, Jacob Helwig, Shubham Parashar, Atharv Chagi, Lakshmi Jotsna, Degui Zhi, James Caverlee, Dileep Kalathil, +1 more
Organizations: Department of Computer Science and Engineering, Texas A&M University · Department of Bioinformatics and Systems Medicine,2026 University of Texas Health Science Center at Houston · Department of Electrical and Computer Engineering, Texas A&M UniversityJun 4
We study the transformation of autoregressive models (ARLMs) into diffusion language models (DLMs). Rather than pretraining from scratch, prior work replaces the causal attention in ARLMs with bidirectional attention and then trains the resulting model using a DLM objective. However, these approaches incur two distribution shifts. First, transitioning from a next-token prediction objective to a DLM objective can discard knowledge acquired by the ARLM during training. Second, standard DLMs suffer from a train-inference mismatch, as the training loss is defined on randomly masked sequences rather than the trajectories encountered at inference produced by confidence-based decoding. To address both challenges, we introduce an On-Policy Diffusion Language Model (OPDLM) in which On-Policy Distillation (OPD) is employed for ARLM-to-DLM transformation. Specifically, OPDLM is trained via self-OPD, where the student, an ARLM with bidirectional attention, generates its own trajectories, and the teacher, the original frozen ARLM, distills its knowledge by providing target logits on these trajectories. By training directly in an on-policy manner, OPDLM eliminates the train-inference mismatch in DLMs, while distillation from the original model enhances knowledge retention from the ARLM. Empirical results demonstrate that OPDLM requires 15x to 7,000x fewer training tokens with strong performance across a wide variety of tasks. OPDLM avoids the prohibitive cost of DLM pretraining and positions DLM transformation as a form of ARLM post-training.
Diffusion language models (DLMs) have recently demonstrated capabilities that complement standard autoregressive (AR) models, particularly in non-sequential generation and bidirectional editing. Although recent work has shown that pretrained autoregressive checkpoints can be converted into diffusion language models, existing recipes primarily transfer parameters through continued denoising training with objective- and attention-level modifications. We instead ask whether the internal representation geometry learned by next-token prediction can be explicitly preserved during AR-to-DLM conversion. We hypothesize that much of the semantic structure learned by AR pretraining can transfer across generation orders, and thus DLM training should be viewed as relearning the decoding path rather than relearning language representations. To investigate this, we introduce REPR-ALIGN, a representation alignment objective that adapts a bidirectional masked diffusion model to reuse representations from a pretrained AR model of identical architecture. Concretely, we align the hidden states of the DLM to the frozen AR model at every layer using cosine similarity, while optimizing the standard masked denoising objective. This simple alignment, with no adapters and no architectural changes beyond the attention mask, yields up to 4x training acceleration in our setting and is particularly effective in low-data regimes. Our results suggest that linguistic representations can transfer across generation order, and that representation alignment provides a simple and effective technique for training diffusion language models. Code is available at https://github.com/pengzhangzhi/Open-dLLM.
Post-training pretrained autoregressive models (ARMs) into masked diffusion models (MDMs) provides an efficient route to diffusion language modeling, but it remains unclear whether the resulting models reuse inherited autoregressive computation or reorganize it for non-autoregressive generation. We compare two 7B ARM-MDM families across four controlled diagnostic tasks and find a task-dependent mechanism shift. On prefix-dominant tasks, MDMs largely preserve inherited high-attribution pathways or exhibit only modest changes in where computation occurs. On globally constrained tasks, the reorganization is substantially stronger, with task-relevant computation shifting toward earlier layers. This depth-wise pattern persists across prompt resampling, circuit budgets, and tested inference budgets, while targeted ablations support the functional importance of the identified structures under the tested intervention protocols. At the component level, diagnostic probes suggest that ARMs rely more strongly on sharply specialized components, whereas MDMs exhibit weaker single-component specialization and more diffuse output-space alignment. Together, these results suggest that diffusion post-training selectively preserves or reorganizes inherited computation according to task structure, rather than uniformly replacing autoregressive mechanisms.
Adapting a pretrained autoregressive (AR) model is a cost-efficient route to a diffusion language model (DLM). While nearly all such adaptations start from a full-attention transformer, AR modeling has shifted toward hybrid architectures that interleave attention and RNN layers. This creates an obstacle for adaptation: unlike attention, RNNs are structurally causal and nontrivial to bidirectionalize. Despite this mismatch, we investigate whether such backbones can become effective DLMs by adapting Qwen3.5 at 0.8B, 2B, 4B, and 9B scales, yielding the dQwen3.5 family. We find that hybrid backbones can be efficient starting points for adaptation: against a full-attention control, the hybrid reaches a given training loss in about half the tokens. Across scales, dQwen3.5 resembles full-attention DLMs in any-order decoding behavior and performs strongly under parallel decoding.