A model of short-term memory for serially ordered lists of verbal stimuli is proposed as an implementation of the 'articulatory loop' thought to mediate this type of memory (Baddeley, 1986). The model predicts the presence of a repeatable time-varying 'context' signal coding the timing of items' presentation in addition to a store of phonological information and a process of serial rehearsal. Items are associated with context nodes and phonemes by Hebbian connections showing both short and long term plasticity. Items are activated by phonemic input during presentation and reactivated by context and phonemic feedback during output. Serial selection of items occurs via a winner-take-all interaction amongst items, with the winner subsequently receiving decaying inhibition. An approximate analysis of error probabilities due to Gaussian noise during output is presented. The model provides an explanatory account of the probability of error as a function of serial position, list length, word length, phonemic similarity, temporal grouping, item and list familiarity, and is proposed as the starting point for a model of rehearsal and vocabulary acquisition.