A multi-layered, thin-film, digital memory having associative recall. There is a first memory matrix and a second memory matrix. Each memory matrix comprises, a first layer comprising a plurality of electrically separated row conductors; a second layer comprising a plurality of electrically separated column conductors intersecting but electrically separated from the row conductors; and, a plurality of resistance elements electrically connected between the row condutors and the column conductors at respective intersections of the row conductors and the column conductors, each resistance element comprising, in series, a first resistor of sufficiently high ohmage to conduct a sensible element current therethrough with virtually no heat-generating power consumption when a low voltage as employed in thin-film applications is applied thereacross and a second resistor of sufficiently high ohmage to conduct no sensible current therethrough when a low voltage as employed in thin-film applications is applied thereacross, the second resistor having the quality of breaking down to create a short therethrough upon the application of a breakdown level voltage across the first and second resistors
