Abstract: Retrieval-based language models (R-LM) model the probability of natural language text by combining a standard language model (LM) with examples retrieved from an external datastore at test time. While effective, a major bottleneck of using these models in practice is the computationally costly datastore search, which can be performed as frequently as every time step.In this paper, we present RetoMaton - retrieval automaton - which approximates the datastore search, based on (1) saving pointers between consecutive datastore entries, and(2) clustering of entries into "states".This effectively results in a weighted finite automaton built on top of the datastore, instead of representing the datastore as a flat list.The creation of the automaton is unsupervised, and a RetoMaton can be constructed from any text collection: either the original training corpus or from another domain. Traversing this automaton at inference time, in parallel to the LM inference, reduces its perplexity by up to 1.85, or alternativelysaves up to 83% of the nearest neighbor searches over $k$NN-LM (Khandelwal et al., 2020) without hurting perplexity. Our code and trained models are available at https://github.com/neulab/retomaton .