Procedural Memory Distillation: Online Reflection for Self-Improving Language Models

Reinforcement learning with verifiable rewards (RLVR), along with recent self-distillation variants such as SDPO, evaluates each rollout against a verifier and updates the policy from that episode-level signal. However, the richer procedural information in the rollout is rarely retained or reused. Across episodes and epochs, the model repeatedly encounters related problems under a changing policy, producing cross-episode signals that episode-local updates cannot capture: which strategies consistently pass verification, which failure modes persist, which patterns recur. We propose Procedural Memory Distillation (PMD), which converts these cross-episode signals into reusable procedural memory and distills it into the policy's weights during training. This memory functions as a training scaffold, absorbed into the policy itself, yielding a memory-free model at inference. PMD organizes the memory at three levels of abstraction: raw trajectories, self-reflected strategies and lessons, and higher-level behavioral patterns that recur across problems, all extracted online from the model's own trajectories. A memory-conditioned self-teacher draws on the accumulated experience to supervise the student on its own rollouts, enabling student to progressively internalize procedural knowledge within its parameters. The central design principle is co-evolution: the policy generates rollouts that update the memory, and memory shapes the supervision that updates the policy. Empirically, across Qwen3-8B and OLMo3-Instruct-7B, PMD improves over SDPO by $3.8$–$5.5\%$ on SciKnowEval and $7.9$–$13.6\%$ on LiveCodeBench. Co-evolution powers these gains: freezing either the memory or the policy trails PMD by more than 10% across different SciKnowEval domains.