Pholiota terrestris Overholts Ground Pholiota. Cap 2-10cm, obtusely conical to convex, becoming flatter with a slight umbo; sepia to cinnamon brown to dark gray-brown; slimy beneath the numerous hairy scales, with veil remnants hanging from the margin. Gills adnate, crowded, narrow, edges slightly uneven; pale becoming grayish brown to brown. Stem 30-100 x 5-l0mm, solid but soon hollowed; grayish staining yellow or brownish at base or around worm holes, covered with dark brown down-curved scales; finely hairy above the ring, sheath-like below. Flesh rather thick, pliant, and tending to be rough; watery buff to brown. Odor mild. Taste mild. Spores ellipsoid, smooth small pore at tip, 4.5-6.5 x 3.5-4.5µ. Deposit brown. Cheilocystidia numerous. Habitat on the ground in dense clusters in woods, on lawns, along roadsides, and more rarely on buried wood. Found widely distributed in western North America eastward to Michigan. Season June-January. Said to be edible -suspect. Comment This species appears to be terrestrial, but it has also been found growing on buried wood to which its mycelium may be attached, so its name is rather deceptive.