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The folded and twisted calcareous ribbon, forming both the ascending and descending lamellae of the loop of Waltonia inconspicua (Sowerby), is a two-layered structure consisting of a wedge of regularly stacked secondary layer fibres that overlie a thin layer of non-fibrous calcite (herein termed brachiotest). On one surface, that facing into the mantle cavity, secondary fibrous mosaic predominates, but smooth, finely banded brachiotest occurs as a narrow marginal lip upon which secondary layer fibres proliferate and progressively overlap. This growing edge of the ribbon is secreted by long, folded epithelial cells with digitate extensions to their apical plasmalemmas, which are distinguishable from the cuboidal epithelium-secreting fibres and their membranous sheaths. The other surface, facing the body cavity and the brachial coelom, consists entirely of roughened brachiotest exhibiting prominent banding that is aligned parallel to the growing loop edge. This surface is overlain by microfilamentar epithelium acting as a holdfast for the connective tissue frame of the lophophore. The other edge of the ribbon consists of truncated sections of both secondary-layer fibres and brachiotest which bear signs of resorption consistent with the degenerated state of the associated epithelium. Growth of the Waltonia loop is controlled by these localized processes of secretion and resorption of the fibrous and brachiotest layers and is typical of all terebratulides so far studied. The brachiotest is not homologous with the non-fibrous primary shell secreted at the valve margin. □Brachiopoda, Articulata, Terebratulida, ultrastructure, lophophore, loop.