A read-only memory and sense amplifier system for sensing whether a selected memory cell of a memory bank includes a high-impedance memory device, or a low-impedance device, and for generating a binary output signal representing stored data in response to the sensed difference. The cells are programmed with a pattern of high and low-impedance devices, such as inoperative and operative field-effect transistors in accordance with stored data. The memory bank, including the impedance of the selected cell, is connected to a first input node of the amplifier, and has either: (A) a first or "ON" bank impedance between the first node and a reference node, such as circuit ground, if the selected cell is in the low-impedance state: or (B) a second or "OFF" bank impedance if the selected cell is in the high-impedance state. A reference impedance is connected between the other amplifier node and the reference node, and has a value between the ON bank impedance and the OFF bank impedance. The amplifier includes circuitry for sensing a difference in impedance connected to the two nodes, and for generating the binary output signal in response to the sensed difference, representing the data stored in the selected memory cell.