Two-photon optical materials and the device architecture for a bit-oriented two-photon 3-D optical memory device are described. Unlike other schemes which have been proposed for 3- D optical memories such as the photorefractive effect (for holographic storage), spectral hole burning, and optical echo, the two-photon effect provides a means of storing data into separate bit locations throughout the entire volume without affecting the neighboring bit locations. In addition, the two-photon process has the benefits of high sensitivity, high speed, and the ability to work near room temperature. A 3-D memory based on the two-photon effect can achieve very high capacity as well as parallel access of up to 106 bits per memory access operation. Finally, the two-photon 3-D memory can potentially have a low cost per bit because the material it uses can be made as an inexpensive polymer. Preliminary experimental data is presented.