We have developed an analog associative memory implemented with an analog array which has linear writing and erasing characteristics. The associative memory adopts a winner-take-all strategy. The operation for reading in the memory is executed with an absolute differencing circuit and a winner-take-all (WTA) circuit suitable for a nearest-match function of a content-addressable memory. We also present a system architecture that enables highly-paralleled fast writing and quick readout as well as high integration density. A multiple memory cell configuration is also presented for achieving higher integration density, quick readout, and fast writing. The system technology presented here is ideal for a real time recognition system. We simulate the function of the mechanism by menas of Hspice with $1.2{mu}$ double poly CMOS parameters of MOSIS fabrication process.