Oxygen-deficient biofacies models rely on lithologic and paleontologic attributes to identify distinctive biofacies interpreted to reflect levels of oxygenation in anaerobic, dysaerobic, and aerobic parts of a stratified water column. This study of the Bedford fauna from the Bedford Shale of Ohio and Kentucky and from adjacent black-shale units reports faunal distributions different from those predicted by the accepted models. This study suggests that, although oxygenation was an important factor that determined the taxonomic makeup of the fauna, bacterially mediated nutrient recycling and substrate characteristics were more important than oxygenation in determining faunal distribution in the dysaerobic zone. ?? 1992.