A new three–dimensionally preserved arthropod, Cinerocaris magnifica, from the Wenlock Series (Silurian) of Herefordshire, UK, is described and assigned to the Phyllocarida (Crustacea). The description and reconstruction are based on specimens that have been serially ground, reconstructed by computer and rendered in three dimensions as coloured virtual models. Cinerocaris magnifica displayed the tagmosis characteristic of phyllocarids, with eight thoracic and seven abdominal somites, terminating in a telson with furca. The remarkable preservation of the appendages makes this the earliest completely known malacostracan crustacean. Two pairs of antennae (the first with two flagella) were followed by a mandible and first maxilla, each with a slender palp–like ramus. The second maxilla consisted of a limb stem with endites and an endopod that tapered distally. There was no exopod. The thoracopods comprised a limb stem with six or seven endites, an arrangement previously known only in entomostracans, and an endopod with about five endites. Flap–like outer rami correspond to an exopod and epipods. The pleopods bore two long slender oar–blade–like rami. Cladistic analysis places C. magnifica as a plesion within the Echinocaridina. It provides critical evidence of the limb morphology of an early malacostracan, which will be important in understanding crustacean evolution.