MLPs are Hebbians: Constructing Efficient Fact-Storing MLPs for Transformers
Authors: Roberto Garcia, Jerry Liu, Ronny Junkins, Sabri Eyuboglu, Atri Rudra, Christopher Ré
Organizations: Institute for Computational & Mathematical Engineering, Stanford University · Department of Computer Science, Stanford University · Department of Computer Science and Engineering, University at Buffalo
Abstract
Large language models (LLMs) store factual knowledge in their parameters. While recent work has shown that this knowledge resides in MLP layers, existing constructive and mechanistic interpretability models of fact-storage in LLMs fail to explain the surprising empirical phenomenon that they store facts at an information-theoretically optimal rate. In this work, we develop a theoretical account of this phenomenon. We develop the first Transformer-compatible fact-storing MLP closed-form construction that satisfies the following three properties empirically observed in LLMs: it (i) attains optimal fact storage scaling, (ii) handles arbitrary input/output geometries, and (iii) works inside Transformers. Key to our work is to analyze the decoding margin of MLPs, whereas prior work only studies MLP fact storage. Under isotropic embeddings, our construction achieves information-theoretically optimal storage capacity scaling and requires 10-104× fewer parameters at matched fact count than prior constructions. For arbitrary key and value embeddings, we show that our construction attains the same storage capacity scaling, up to penalization factors depending on the embedding geometries. Moreover, we demonstrate that our constructed MLPs can be used within Transformer blocks for factual recall tasks at optimal capacity scaling, requiring 15-63× fewer parameters at matched fact count than prior constructions. Finally, as a proof-of-concept, we show that fact-storing MLPs enable modular fact editing by swapping a Transformer's MLP with a new one.
How do transformer language models memorize factual associations? A common view casts internal weight matrices as associative memories over pairs of embeddings, requiring parameter counts that scale linearly with the number of facts. We develop a theoretical and empirical account of an alternative, \emph{geometric} form of memorization in which learned embeddings encode relational structure directly, and the MLP plays a qualitatively different role. In a controlled setting where a single-layer transformer must memorize random bijections from subjects to a shared attribute set, we prove that a logarithmic embedding dimension suffices: subject embeddings encode \emph{linear superpositions} of their associated attribute vectors, and a small MLP acts as a relation-conditioned selector that extracts the relevant attribute via ReLU gating, and not as an associative key-value mapping. We extend these results to the multi-hop setting -- chains of relational queries such as ``Who is the mother of the wife of x?'' -- providing constructions with and without chain-of-thought that exhibit a provable capacity-depth tradeoff, complemented by a matching information-theoretic lower bound. Empirically, gradient descent discovers solutions with precisely the predicted structure. Once trained, the MLP transfers zero-shot to entirely new bijections when subject embeddings are appropriately re-initialized, revealing that it has learned a generic selection mechanism rather than memorized any particular set of facts.
In-context learning \ -- performing tasks based on examples given in the prompt \ -- is an important capability that has emerged in large language models and has received significant attention in both theory and practice. Existing theoretical work often focuses on settings where the learning uses information purely from the prompt. However, many practical instances of in-context learning require the model to retrieve factual knowledge stored in the model's parameters, with the context serving to identify which knowledge is relevant. In this work, we study how in-context learning leverages factual knowledge recall. We formalize this behavior by introducing the \emph{in-context factual recall (IC-recall)} task, where a transformer is provided a context of (subject, answer) pairs generated from a hidden relation, along with a query subject, and must both infer this hidden relation and retrieve the corresponding answer. Factual knowledge is modeled by the transformer having access to a simple pre-constructed MLP associative memory storing (subject, relation, answer) triplets. We analyze the supervised fine-tuning dynamics of a one-layer transformer on IC-recall data and prove that the model successfully performs IC-recall by converging to a particular pairwise attention pattern. This fine-tuning stage requires a very small number of samples \ -- only polylogarithmic in the number of stored knowledge triplets. Experiments verify our theoretical predictions and show that the pairwise attention pattern emerges even when the MLP layer is pretrained instead of constructed.
Limited memory language models (LMLMs) externalize factual knowledge during pretraining to a knowledge base (KB), rather than memorizing it in their weights. During generation, the model then fetches knowledge from the KB as needed. This recently introduced paradigm provides multiple advantages, including knowledge control capabilities that remain beyond conventional LLMs. We propose continuous-query LMLM (CO-LMLM), where the KB pairs continuous keys with textual knowledge values, a significant departure from prior reliance on relational KB and queries. CO-LMLM generates flexible vector queries at minimal cost, while still integrating human-readable and attributable retrieved knowledge into its generation. We pair this design with an annotation pipeline that tags free-form factual spans in arbitrary text, removing prior work's restriction to Wikipedia. Across pretraining on Wikipedia and FineWeb-Edu and at multiple model scales, CO-LMLM outperforms prior LMLMs and vanilla LLMs in both perplexity and factual precision. At 360M scale, this includes lower perplexity than models pretrained on 40x more data, and SimpleQA-verified performance that is in line with gpt-4o-mini and higher than Claude Sonnet 4.5.