Purpose: This study examined the potential roles of phonological sensitivity and processing speed in age-related declines of verbal working memory. Method: Twenty younger and 25 older adults with age-normal hearing participated. Two measures of verbal working memory were collected: digit span and serial recall of words. Processing speed was indexed using response times during those tasks. Three other measures were also obtained, assessing phonological awareness, processing, and recoding. Results: Forward and reverse digit spans were similar across groups. Accuracy on the serial recall task was poorer for older than for younger adults, and response times were slower. When response time served as a covariate, the age effect for accuracy was reduced. Phonological capacities were equivalent across age groups, so we were unable to account for differences across age groups in verbal working memory. Nonetheless, when outcomes for only older adults were considered, phonological awareness and processing speed explained significant proportions of variance in serial recall accuracy. Conclusion: Slowing in processing abilities accounts for the primary trajectory of age-related declines in verbal working memory. However, individual differences in phonological capacities explain variability among individual older adults.