The type species of two much discussed but hitherto poorly known genera of arthropods are described in detail from new preparations. Illustrations are by photographs, explanatory line drawings, and reconstructions including three-dimensional models. The convex body ofEmeraldella brockiwas not trilobed, and was divided into a cephalon with labrum and 13 trunk somites, the first 11 having pleurae which were progressively narrower (transversely (tr.)) and more backwardly curved posteriorly, the last two somites being cylindrical, with a long posterior spine inserted into the 13th. A bilobed, spinose, ventral anal plate was probably attached to the 12th somite; the alimentary canal may have terminated in the 13th somite. The cephalon bore long antennae and five pairs of limbs, the first short, uniramous and jointed, the second to fifth biramous, the outer branch elongate-oval and having marginal filaments, the inner branches jointed and progressively longer. Trunk somites 1—11 each bore a pair of biramous limbs, the outer branch bilobed and with filaments on the distal margins, the jointed inner branches long on the anterior six or seven pairs. The coxae of the entire limb series bore a spinose gnathobase on the mesial edge, and the proximal podomeres of the leg branches were spinose. The outer branches were attached to the coxa and possibly the first podomere of the inner leg branch. The maximum known length of the body (excluding the posterior spine) was 65 mm; the animal lacked eyes, and was a benthonic predator and scavenger, walking on and digging into the muddy bottom, the gnathobases enabling soft food to be squeezed, shredded and passed forward along the midline to the backward-facing mouth. The outer branches were presumably gills, and may have aided in feeble swimming.Leanchoilia superlatahad a smooth, convex, faintly trilobate exoskeleton. The head shield was subtriangular with an upturned snout. The 11 tergites had broad (tr.) pleurae, behind the fifth progressively narrower (tr.) and more backward-curving; the 11th was curved back beside a short, triangular tail spine, which bore lateral spines. Anteriorly the cephalon bore the great appendage, which consisted of a basal section and four additional stout podomeres shaped to curve through 90°. The second and third podomeres were each extended by a tapering shaft continued by a longer, annulated portion. The distal podomere consisted of a tapering shaft terminating in three claws and a long, annulated extension. The remainder of the body had 13 pairs of biramous appendages (two on the cephalon, one on each trunk somite), the outer branch a lobe having overlapping lamellae on the distal and posterior margins, the inner branch tapering, of some eight podomeres and terminal spines. The proximal portions of the appendages are not preserved, but the outer branch was attached so that the inner branch lay below the anterior border of the outer branch; the two branches were of similar length (tr.) and hung down below the body. The alimentary canal is preserved, filled anteriorly with apatite, the filling showing segmentation and annulation. The mouth was apparently downward- and forward-facing, and led into a bulbous foregut situated beneath the cephalon. The anus opened on the 11th trunk somite. The maximum known length of the body was 68 mm. The animal lacked eyes and was probably benthonic in habit, able to rest on the sediment surface on the great appendage and the tips of the inner branches and to swim over it by metachronal movements of the outer branches (which also acted as gills), the great appendage swung back beneath the body to reduce resistance. It was probably a detritus feeder, the food pushed into the midline by the limbs, the mouth presumably suctorial. There is no evidence of a labrum, or of gnathobasic basal podomeres, but the inner margin of the leg branch was setiferous. The single species ofEmeraldella, E.brocki, is recognized, and the type and only specimen of ‘Emeraldoides’ is referred to it. Synonymous withLeanchoilia superlataare Walcott’s three species L.major, Bidentia difficilisandEmeraldellamicrura, and Simonetta’sLeanchoilia amphiction, L.persephoneand L.protogonia.Emeraldellabrockimay be allied withMolaria spinifera; problematical is any relationship to aglaspidids.Leanchoilia superlatamay be most closely related toActaeus armatus.Emeraldella and Leanchoiliaare very different from one another, and from eitherSidneyia or Naraoia; these four genera are so heterogeneous that Stormer’s grouping of them into the taxon Merostomoidea is rejected as no longer useful.