Abstract. We present an exactly solvable toy model which describes the emergence of a pseudogap in an electronic system due to a fluctuating off-diagonal order parameter. In one dimension our model reduces to the fluctuating gap model (FGM) with a gap ∆(x) that is constrained to be of the form ∆(x) = Ae iQx , where A and Q are random variables. We explicitly calculate the average density of states, the localization length, the average single-particle Green's function, and the real part of the average conductivity. In our model phase fluctuations generate delocalized states at the Fermi energy, which give rise to a finite Drude peak in the conductivity. We also find that the interplay between phase and amplitude fluctuations leads to a weak logarithmic singulatity in the single-particle spectral function at the bare quasi-particle energies. In higher dimensions our model might be relevant to describe the pseudogap state in the underdoped cuprate superconductors.