A high capacity associative memory would find applications in computing and perhaps lend some insight into the understanding of collective neural networks and human memory. In this work an entirely optical associative memory device is proposed. The device operates on the principle that an optical resonator employing a holographic grating can have user prescribed eigenmodes. Information which is to be recalled is contained in the hologram. Each information entity (e.g., an image of a cat) defines an eigenmode of the resonator. The stored information is accessed by injecting partial information (e.g., an image of the cat’s ear) into the resonator. The appropriate eigenmode is selected through a competitive process in a gain medium placed inside the resonator. With a net gain greater than one, the gain amplifies the field belonging to the eigenmode which most resembles the injected field; the other eigenmodes are suppressed via the competition for the gain. The principles underlying the proposed device are outlined and the issues which must be addressed are delineated.