ABSTRACT The encrusted bivalve steinkerns in the Upper Ordovician of Estonia suggest that the rapid sea-floor cementation facilitated the early lithification of the sediment within the bivalve shell and the shell valves, likely aragonitic in composition, were dissolved due to calcite sea conditions similarly to many other regions in the Ordovician. The abandoned bivalve shells contained cryptic invertebrates. The coelobite fauna was dominated by encrusting brachiopods, followed by bryozoans and cornulitids. The bryozoans and cornulitids do not prefer specific regions of the shell interior, indicating that the waters within the shell were sufficiently nutrient-rich throughout. Encrusting brachiopods are always confined to valve margins, suggesting that the waters were nutrient-rich enough for the brachiopods only at the edge of the outer environment. Thus, it is possible that bryozoans and cornulitids were better adapted for a cryptic life than the encrusting brachiopods in the Late Ordovician of Estonia.