Evidence from priming studies indicates that both semantic and associative relations between pairs of words facilitate word recognition, and that pairs of words related in both ways (e.g. hammer-nail, cat-dog) produce an additional ‘associative boost’. We argue that while semantic priming may result from overlapping patterns of micro-features in a distributed memory model (e.g. Masson, 1991), associative priming is a result of frequent co-occurrence of words in the language. We describe a simple recurrent network, with distributed phonological and semantic representations, which is sensitive to the sequential occurrence of phonological patterns during training, and which produces associative facilitation of word recognition in a simulation of the priming task.