All records of the exotic mammalian family Ptolemaiidae are known from 182 m of section in the lower to middle parts of the upper Eocene and lower Oligocene Jebel Qatrani Formation, Fayum Depression, Egypt. Previous tentative assignments of ptolemaiid affinity have suggested that these animals are allied with the primitive suborder Pantolesta (currently placed in the order Cimolesta). Though perhaps ultimately derived from an unknown member of that group, the likelihood that ptolemaiids constitute a distinct group is considered, and analysis of all known materials of Ptolemaia, Qarunavus, and Cleopatrodon demonstrates that these genera belong in their own order, the Ptolemaiida, described here. The morphologically unique dentition and only known ptolemaiid cranium, that of Ptolemaia grangeri, is described. Although Qarunavus and Cleopatrodon show some similarities in primitive characters to European merialine Paroxyclaenidae (suborder Pantolesta), their affinities clearly lie with Ptolemaia and the Ptolemaiida.