Antithamnioid algae have been treated as a natural assemblage for more than a century, being classified in a single genus (Schmitz 1889) or tribe (Hommersand 1963) and more recently divided into two groups, viz. the tribes Antithamnieae and Heterothamnieae (Wollaston 1968). Application of phylogenetic methods based on parsimony and outgroup comparison indicates that the antithamnioids probably represent a paraphyletic assemblage within the subfamily Ceramioideae. They are classified here in the following monophyletic groups: 1) Pterothamnieae trib. nov. (including only Pterothamnion Nageli), 2) Scagelieae trib. nov. (including only Scagelia Wollaston). 3) Dohrnielleae Feldmann-Mazoyer (comprising Acrothamniopsis gen. nov., Antithamnionella Lyle, Trithamnion Wollaston, Callithamniella Feldmann-Mazoyer, and Dohrniella Funk), 4) Antithamnieae Hommersand (comprising Acrothamnion J. Agardh, Antithamnion Nageli, Hollenbergia Wollaston, Macrothamnion J. Agardh, and Perikladosporon gen. nov.), 5) Perithamnieae trib. nov. (comprising Perithamnion J. Agardh and Scageliopsis Wollaston), 6) Ceramieae Schmitz et Hauptfleisch (comprising the genera of the former Ceramieae sensu Kylin 1956 and Hommersand 1963, and also Amoenothamnion Wollaston and Leptoklonion gen. nov.), 7) Heterothamnieae Wollaston (comprising Heterothamnion J. Agardh and Tetrathamnion Wollaston), and 8) Crouanieae Schmitz et Hauptfleisch (comprising the genera of the former Crouanieae sensu Wollaston 1968, 1972c, and 1977b, and also Crouaniella gen. nov.). The subfamily Ceramioideae accommodates taxa with the following characters: a) thallus differentiated into axial filaments of unlimited growth and lateral filaments of limited growth and (whorl-branches) with open or condensed organization, b) thallus regeneration occurring by the production of adventitious axial filaments from whorl-branch cells, c) development of transverse ramification, with whorls of 4 branches of limited growth and progressively either reduced (to 3, 2 or 1) or increased to reach 20 (or more) branches with condensed organization in advanced members, d) development of procarps on basal cells of normal-sized whorl-branches which progressively reduce in length to become 3-, 2-, or 1-celled, c) development of gland cells that touch firmly the mother cell, and f) development of gland cells from branch and branchlet cells. Modification or reduction of some of these features has occurred secondarily in members of the subfamily, which apparently also accommodates the tribes Spyridieae, Griffithsieae, Sphondylothamnieae, and Wrangelieae. This delimitation of the Ceramioideae suggests that even members of the highly specialized families Rhodomelaceae and Dasyaceae belong to this assemblage. The genus Balliella (Delesseriopseae), previously included in the Antithamnieae, lacks the above characters but nevertheless develops gland cells (distally connected to the mother cell), which is one of the reasons that Balliella is here selected as the potential sister-taxon of the Ceramioideae. The study of Balliella cladoderma shows that gland cells originate from axial cells and are later transferred to periaxial cells following the lateral division of the mother (axial) cell. A similar development of procarp evolution is postulated for the Ceramiales, since axial procarps are also demonstrated for the first time in the genus Balliella and in some species of the tribes Pterothamnieae, Scagelieae, and Perithamnieae. Pterothamnieae is the most primitive ceramioid tribe widely distributed in warm and cold temperate regions and is apparently monogeneric, although there is support for placing certain eastern Pacific species in a monophyletic group, which is recognized at subgeneric level, viz., Platythamnion (J. Agardh) stat. nov. Apomorphies of this subgenus, which receives Pterothamnion latiramosum sp. nov. from California, are the tristichous-tetrastichous ramification of major whorl-branches and the heteromorphic transverse ramification; the latter feature appears as a homoplasy in certain North Pacific and North Atlantic species of the subgenus Pterothamnion sect. Pterothamnion, two other species from South Australia and South Africa, in which procarps develop on basal cells of normal-sized whorl-branches and new axes are borne subdichotomously above the whorl-branching. A previously congeneric species from South Australia is transferred to Leptoklonion elongatum (Wollaston) gen. et comb. nov., on the basis of the following features; development of procarps on basal cells of 2-celled whorl-branches, new axes replacing whorl-branches, and sessile tetrasporangia restricted to periaxial cells. Phylogenetically, Amoenothamnion and Leptoklonion share a recent common ancestor with the Ceramieae and are provisionally included in this tribe. Former species of Perithamnion are transferred to Tetrathamnion, which now includes at least 4 species, of which Tetrathamnion myurum (Suhr) comb. nov. from Peru represents the first record of the genus outside Australia. Tetrathamnion is the only genus which is maintained in the former Heterothamnieae, the type genus of which receives Heterothamnion platythaliae sp. nov. from Western Australia. Heterothamnion is clearly distinguished having an endophytic base in species of Fucaceae, but its thallus organization shows considerable variation including species with opposite or transverse development of whorl-branches and transverse or oblique apical divisions. Spermatangial mother cells form branched filaments, borne either along the entire length of whorl-branches or restricted to inner branch cells. Sporangial initials develop by elliptical lateral divisions. Two former species of Antithamnionella are transferred to the new genus Crouaniella, viz. Crouaniella latiaxis (Abbott) comb. nov. from the Caribbean and Crouaniella mcnabbi (Dawson) comb. nov. from the tropics of Pacific America. The genus exhibits 3 whorl-branches per axial cell, independently borne new axes (as a 4th lateral in a whorl of 3 branches), subdichotomously ramified whorl-branches with the divisions starting from the periaxial cell, rhizoidal outgrowths developed from axial cells of the erect frond, and spherical or oblongate tetrasporangia with tetrahedral cleavages borne independently on the bifurcations of whorl-branches. Phylogenetically, Crouaniella belongs to the Crouanieae and its biogeography reflects the geological history of the Panamanian Isthmus. Studies of several species previously referred to Antithamnion support the following transfers: Dasyptilon ptilota (J. D. Hooker et Harvey) comb. nov. from Crozet Islands, Dasyptilon microptilum (Grunow) comb. nov. from St. Paul Island, Grallatoria tanakae (Itono) comb. nov. from Sakurajima (S. Japan), Gymnothamnion nigrescens (J. Agardh) comb. nov. from Port Phillip (Victoria), and Gymnothamnion pteroton (Bornet) comb. nov. from Tangier.