The Late Ordovician (455 Ma) Kinnekulle volcanic ash-fall represents one of the largest ash eruptions known in Phanerozoic history. The dynamics of ostracodes, polychaete annelids and some shelly macrofauna across the Kinnekulle Bed in the Pääsküla section, northern Estonia indicate some significant faunal changes. The ostracod assemblage underwent major reorganization, including the replacement of predominant forms, a drop in taxon frequency and species diversity, and the probable extinction of some species following the ash-fall. The abrupt response of ostracodes indicates that the sediment surge and the resulting seafloor environment significantly affected the ostracodes. Jaw-bearing polychaetes (as represented by scolecodonts) display changes in their diversity curve and in the abundance of individual species above the altered ash layer. This change occurred after some delay indicating that polychaetes were not affected directly by the sediment influx but indirectly, probably by a change in their relationships with other biotas during a gradual rearrangement of seabed communities triggered by the ash-fall. Macrofaunal data also contains some evidence of the possible direct effects of the ash-fall. Thus, the biotic effects of the Kinnekulle ash-fall were probably larger than previously suggested. Many benthic organisms were strongly affected and the influence of this event persisted some time after the ash-fall.