Abstract: Transformers excel at *in-context learning* (ICL)---learning from demonstrations without parameter updates---but how they do so remains a mystery. Recent work suggests that Transformers may internally run Gradient Descent (GD), a first-order optimization method, to perform ICL. In this paper, we instead demonstrate that Transformers learn to approximate second-order optimization methods for ICL. For in-context linear regression, Transformers share a similar convergence rate as *Iterative Newton's Method*, both *exponentially* faster than GD. Empirically, predictions from successive Transformer layers closely match different iterations of Newton’s Method linearly, with each middle layer roughly computing 3 iterations; thus, Transformers and Newton’s method converge at roughly the same rate. In contrast, Gradient Descent converges exponentially more slowly. We also show that Transformers can learn in-context on ill-conditioned data, a setting where Gradient Descent struggles but Iterative Newton succeeds. Finally, to corroborate our empirical findings, we prove that Transformers can implement $k$ iterations of Newton's method with $k + \mathcal O(1)$ layers.