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A new Silurian (Llandoverian) biota from Wisconsin with a significant soft-bodied and lightly sclerotized component is dominated by arthropods and worms. The fauna includes the earliest well-preserved xiphosure, a possible marine uniramian, three new arthropods of uncertain affinity, and possibly the first Paleozoic leech. This may be only the second locality to yield a conodont animal. Lack of a normal shelly fauna suggests an unusual environment. The discovery adds significantly to the few such exceptionally preserved faunas known from Lower Paleozoic rocks.