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.

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