Recent advancements in large language models (LLMs) have significantly enhanced their capacity to aggregate and process information across multiple modalities, enabling them to perform a wide range of tasks such as multimodal data querying, tool usage, web interactions, and handling long documents. These capabilities pave the way for transforming LLMs from mere chatbots into general-purpose agents capable of interacting with the real world. This paper explores the concept of using a language model as the core component of an operating system (OS), effectively acting as a CPU that processes data stored in a context window, which functions as RAM. A key challenge in realizing such an LM OS is managing the life-long context and ensuring statefulness across sessions, a feature limited by the current session-based interaction paradigm due to context window size limit. To address this, we introduce compressor-retriever, a model-agnostic architecture designed for life-long context management. Unlike other long-context solutions such as retrieval-augmented generation, our approach exclusively uses the base model's forward function to compress and retrieve context, ensuring end-to-end differentiability. Preliminary experiments demonstrate the effectiveness of this architecture in in-context learning tasks, marking a step towards the development of a fully stateful LLM OS. Project repo available at: https://github.com/gblackout/LM-OS