Bulk samples of brachiopods from the middle and upper parts of the Arnestad Formation and the entire Frognerkilen Formation in the Oslo Region demonstrate major vertical changes in the Sandbian to Katian amphicratonic fauna of this part of the Baltic Province. The main influx of new taxa occurred in the upper part of the Arnestad Formation (uppermost Sandbian), and in the succeeding Frognerkilen Formation (basal Katian). Faunal change is initially reflected in an increase in diversity and not as a replacement of the previously incumbent genera, which remain throughout the studied sequence. The majority of the new genera migrated from the East Baltic Region or through this region from Avalonia, while the marginal Laurentian taxa first occupied the Scandinavian part of Baltica. Six taxa migrated from Laurentia, three from Avalonia, two from Gondwana and one apparently originated on the South China palaeoplate. The faunal shifts and immigration of brachiopods appear to have been in response to an initial transgression together with the movement of Baltica into more warm temperate latitudes, but the diverse faunas developed both against a background of subsequent regression and in response to an offshore shift of biofacies. The new amphicratonic fauna was thus generated by faunal shifts from elsewhere in the Baltic Province to the marginal environments of the Oslo Region together with more exotic elements from neighbouring continents and microcontinents.