Abstract: | This article proposes a late-insertion, OT-based model of morphology in which insertion of vocabulary items occurs in the same module of the grammar as phonological operations. I argue that this makes possible an otherwise-elusive satisfactory account of systems of phonologically-conditioned allomorphy which involve an arbitrary preference among the allomorphs, as well as leading to several other desirable empircal and conceptual consequences. These include the possibility of analyzing phonologically-motivated deponency, permitting an account of listed allomorphy that doesn't require morphemes to have multiple underlying forms, and allowing the possibility of morphemes to be inserted for phonological reasons.
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