# Read Between the Layers: Leveraging Multi-Layer Representations for Rehearsal-Free Continual Learning with Pre-Trained Models

arXiv: https://arxiv.org/abs/2312.08888 · HTML: https://mlsanity.com/paper/2312.08888/

## Key facts

- Cited by 7 papers in the map (data through 14 Oct 2026).
- Builds on 59 of its 75 references that are in the map.
- First posted on arXiv 13 Dec 2023.

## Builds on (most cited first, 30 of 59)

- [Attention Is All You Need](https://mlsanity.com/paper/1706.03762/) (2017)
- [Deep Residual Learning for Image Recognition](https://mlsanity.com/paper/1512.03385/) (2015)
- [Adam: A Method for Stochastic Optimization](https://mlsanity.com/paper/1412.6980/) (2014)
- [An Image is Worth 16x16 Words: Transformers for Image Recognition at Scale](https://mlsanity.com/paper/2010.11929/) (2020)
- [LoRA: Low-Rank Adaptation of Large Language Models](https://mlsanity.com/paper/2106.09685/) (2021)
- [Overcoming catastrophic forgetting in neural networks](https://mlsanity.com/paper/1612.00796/) (2016)
- [Parameter-Efficient Transfer Learning for NLP](https://mlsanity.com/paper/1902.00751/) (2019)
- [The Power of Scale for Parameter-Efficient Prompt Tuning](https://mlsanity.com/paper/2104.08691/) (2021)
- [Learning without Forgetting](https://mlsanity.com/paper/1606.09282/) (2016)
- [iCaRL: Incremental Classifier and Representation Learning](https://mlsanity.com/paper/1611.07725/) (2016)
- [Pre-train, Prompt, and Predict: A Systematic Survey of Prompting Methods in Natural Language Processing](https://mlsanity.com/paper/2107.13586/) (2021)
- [Describing Textures in the Wild](https://mlsanity.com/paper/1311.3618/) (2013)
- [Gradient Episodic Memory for Continual Learning](https://mlsanity.com/paper/1706.08840/) (2017)
- [The Many Faces of Robustness: A Critical Analysis of Out-of-Distribution Generalization](https://mlsanity.com/paper/2006.16241/) (2020)
- [Visual Prompt Tuning](https://mlsanity.com/paper/2203.12119/) (2022)
- [EuroSAT: A Novel Dataset and Deep Learning Benchmark for Land Use and Land Cover Classification](https://mlsanity.com/paper/1709.00029/) (2017)
- [Natural Adversarial Examples](https://mlsanity.com/paper/1907.07174/) (2019)
- [Progressive Neural Networks](https://mlsanity.com/paper/1606.04671/) (2016)
- [Moment Matching for Multi-Source Domain Adaptation](https://mlsanity.com/paper/1812.01754/) (2018)
- [Continual Lifelong Learning with Neural Networks: A Review](https://mlsanity.com/paper/1802.07569/) (2018)
- [Memory Aware Synapses: Learning what (not) to forget](https://mlsanity.com/paper/1711.09601/) (2017)
- [Efficient Lifelong Learning with A-GEM](https://mlsanity.com/paper/1812.00420/) (2018)
- [Learning to Prompt for Continual Learning](https://mlsanity.com/paper/2112.08654/) (2021)
- [Dark Experience for General Continual Learning: a Strong, Simple Baseline](https://mlsanity.com/paper/2004.07211/) (2020)
- [A Comprehensive Survey of Continual Learning: Theory, Method and Application](https://mlsanity.com/paper/2302.00487/) (2023)
- [Remote Sensing Image Scene Classification: Benchmark and State of the Art](https://mlsanity.com/paper/1703.00121/) (2017)
- [Riemannian Walk for Incremental Learning: Understanding Forgetting and Intransigence](https://mlsanity.com/paper/1801.10112/) (2018)
- [AdaptFormer: Adapting Vision Transformers for Scalable Visual Recognition](https://mlsanity.com/paper/2205.13535/) (2022)
- [Lifelong Learning with Dynamically Expandable Networks](https://mlsanity.com/paper/1708.01547/) (2017)
- [Overcoming catastrophic forgetting with hard attention to the task](https://mlsanity.com/paper/1801.01423/) (2018)

## Built on by (most cited first, 7 of 7)

- [Continual Learning with Pre-Trained Models: A Survey](https://mlsanity.com/paper/2401.16386/) (2024)
- [SAFE: Slow and Fast Parameter-Efficient Tuning for Continual Learning with Pre-Trained Models](https://mlsanity.com/paper/2411.02175/) (2024)
- [LoRanPAC: Low-rank Random Features and Pre-trained Models for Bridging Theory and Practice in Continual Learning](https://mlsanity.com/paper/2410.00645/) (2024)
- [CLDyB: Towards Dynamic Benchmarking for Continual Learning with Pre-trained Models](https://mlsanity.com/paper/2503.04655/) (2025)
- [The Generalization Ridge: Information Flow in Natural Language Generation](https://mlsanity.com/paper/2507.05387/) (2025)
- [CASA: Class-Agnostic Shared Attributes in Vision-Language Models for Efficient Incremental Object Detection](https://mlsanity.com/paper/2410.05804/) (2024)
- [Scalable Analytic Classifiers with Associative Drift Compensation for Class-Incremental Learning of Vision Transformers](https://mlsanity.com/paper/2602.00144/) (2026)

## Abstract (arXiv)

We address the Continual Learning (CL) problem, wherein a model must learn a sequence of tasks from non-stationary distributions while preserving prior knowledge upon encountering new experiences. With the advancement of foundation models, CL research has pivoted from the initial learning-from-scratch paradigm towards utilizing generic features from large-scale pre-training. However, existing approaches to CL with pre-trained models primarily focus on separating class-specific features from the final representation layer and neglect the potential of intermediate representations to capture low- and mid-level features, which are more invariant to domain shifts. In this work, we propose LayUP, a new prototype-based approach to CL that leverages second-order feature statistics from multiple intermediate layers of a pre-trained network. Our method is conceptually simple, does not require access to prior data, and works out of the box with any foundation model. LayUP surpasses the state of the art in four of the seven class-incremental learning benchmarks, all three domain-incremental learning benchmarks and in six of the seven online continual learning benchmarks, while significantly reducing memory and computational requirements compared to existing baselines. Our results demonstrate that fully exhausting the representational capacities of pre-trained models in CL goes well beyond their final embeddings.