The Lexington Limestone and the Clays Ferry Formation of Kentucky contain an abundant and diversified fossil invertebrate fauna. This report is concerned with the trepostome and cystoporate bryozoans that constitute a major part of that fauna. The Lexington Limestone, largely a biofragmental fossiliferous limestone, rests disconformably on the Tyrone Limestone (Middle Ordovician). The Clays Ferry Formation consists of approximately equal amounts of biofragmentallimestone and shale, and it overlies conformably, or intertongues with, the upper part of the Lexington Limestone. The Clays Ferry Formation is overlain by the Garrard Siltstone (Upper Ordovician) in central Kentucky and intertongues with the Kope Formation (Upper Ordovician) in northern Kentucky. The MiddleUpper Ordovician boundary falls within the upper part of the Lexington Limestone and laterally equivalent strata of the Clays Ferry Formation. The Lexington Limestone has been divided into 12 members, consisting of calcarenites, calcisiltites, calcilutites, nodular limestones, and shales in various amounts, that intertongue complexly. Because of the great abundance of bryozoans this study is generally limited to bryozoans recovered from, in ascending order, the Grier Limestone Member, the Perryville Limestone Member, the Brannon Member, the Tanglewood Limestone Member, and the Millersburg Member of the Lexington Limestone and from the Clays Ferry Formation and its Point Pleasant Tongue. The trepostome and cystoporate bryozoans discussed are referred to 36 species belonging to 22 genera. The trepostome component includes 29 species belonging to 16 genera: Amplexopora, Atactoporella, Balticopora, Batostoma, Cyphotrypa, Dekayia, Eridotrypa, Hetero-_ trypa, Homotrypa, Homotrypella, Mesotrypa, Parvohallopora, Peronopora, Prasopora, Stigmatella, and Tarphophragma, a new genus. Five of the trepostome species are new: Balticopora arcuatilis, Cyphotrypa switzeriensis, Dekayia epetrima, Eridotrypa sadievillensis, and Homotrypa cressmani. The cystoporate bryozoans include 7 species belonging to 6 genera: Acanthoceramoporella, Ceramophylla, Ceramoporella, Constellaria, Crepipora, and Papillalunaria. One cystoporate species is new: Acanthoceramoporella valliensis. The trepostome and cystoporate fauna on the generic level is, with few exceptions, cosmopolitan. Five genera, Eridotrypa, Parvohallopora, Heterotrypa, Constellaria, and Peronopora, dominate the fauna, comprising about 77 percent of the thin-sectioned specimens. On the species level the fauna is endemic to the Ordovician of eastern North America and is biostratigraphically restricted to strata of late Blackriveran Stage (Middle Ordovician) to early Maysvillian Stage (middle Late Ordovician). In Kentucky the species of this fauna are restricted to strata between the base of the Lexington Limestone (Kirkfieldian Stage, Middle Ordovician) and the top of the Clays Ferry Formation and its lateral equivalent the Kope Formation (Edenian Stage, lower Upper Ordovician), with few species ranging into strata of early Maysvillian Stage (middle Late Ordovician) in adjacent areas of Indiana and Ohio. On the basis of the known geographic distribution of the various species, the fauna in Kentucky consists of an intermingling of immigrant and endemic species. The immigrant component (11 species) is generally limited to the lower half of the Lexington-Clays Ferry depositional sequence and permits the establishment of a degree of biostratigraphic equivalence with outcrop areas in Minnesota-Iowa and New York. On the species level the fauna in Kentucky is dominated by four: Constellaria teres, Heterotrypa foliacea, Parvohallopora nodulosa, and Eridotrypa mutabilis, in decreasing relative abundance. The first three species are restricted to the upper part of the Lexington Limestone and the Clays Ferry Formation. Eridotrypa mutabilis is restricted to the middle part of the Lexington Limestone and the lower half of the Clays Fer