A model of sparse distributed memory is developed that is based on phase relations between the incoming signals and an oscillatory mechanism for information processing. This includes phase-frequency encoding of input information, natural frequency adaptation among the network oscillators for storage of input signals, and a resonance amplification mechanism that responds to familiar stimuli. Simulations of this model show different types of dynamics in response to new and familiar stimuli. The application of the model to hippocampal working memory is discussed.