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Knowledge Distillation (KD) (Hinton et al., 2015) is one of the most effective approaches for deploying large-scale pre-trained language models in low-latency environments by transferring the knowledge contained in the largescale models to smaller student models. Previous KD approaches use the soft labels and intermediate activations generated by the teacher to transfer knowledge to the student model parameters alone. In this paper, we show that having access to non-parametric memory in the form of a knowledge base with the teacher’s soft labels and predictions can further enhance student capacity and improve generalization. To enable the student to retrieve from the knowledge base effectively, we propose a new Retrieval-augmented KD framework with a loss function that aligns the relational knowledge in teacher and student embedding spaces. We show through extensive experiments that our retrieval mechanism can achieve state-of-the-art performance for taskspecific knowledge distillation on the GLUE benchmark (Wang et al., 2018a).