Large language models increasingly need to accumulate and reuse historical information in long-term assistants and agent systems. Simply expanding the context window is costly and often fails to ensure effective context utilization. We propose $δ$-mem, a lightweight memory mechanism that augments a frozen full-attention backbone with a compact online state of associative memory. $δ$-mem compresses past information into a fixed-size state matrix updated by delta-rule learning, and uses its readout to generate low-rank corrections to the backbone's attention computation during generation. With only an $8\times8$ online memory state, $δ$-mem improves the average score to $1.10\times$ that of the frozen backbone and $1.15\times$ that of the strongest non-$δ$-mem memory baseline. It achieves larger gains on memory-heavy benchmarks, reaching $1.31\times$ on MemoryAgentBench and $1.20\times$ on LoCoMo, while largely preserving general capabilities. These results show that effective memory can be realized through a compact online state directly coupled with attention computation, without full fine-tuning, backbone replacement, or explicit context extension.

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