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The phylogeny of the Giant Pill-Millipedes, order Sphaerotheriida, is investigated using a new morphological character matrix comprising 89 characters. The majority of these characters are employed for the first time in millipedes. All trees obtained agree on the monophyletic status of the Sphaerotheriida and several of its tribes, each restricted to a modern land mass. The species from Madagascar displaying island gigantism do not form a monophyletic group. The classic division of Giant Pill-Millipedes into two families, Sphaerotheriidae and Zephronidae, was not reflected in the analysis. The genus Procyliosoma is the sister-group to all other Sphaerotheriida, rendering the family Sphaerotheriidae paraphyletic. A new family-level classification of Giant PillMillipedes, based on the current phylogeny, is introduced.