Two new genera of Pilumnidae each with a single new species are described from southeastern Queensland waters. Priapipilumnus is defined by the greatly swollen base and simple blunt apex of the male first pleopod and the concomitant posteriorly protruding, bilobed, third abdominal segment. Takedana is separable by the very short spinous anterolateral margins, the swollen branchial regions, the moderately short walking legs, and the strongly spined chelae. Actumnus pugilator is reassigned to

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... ypilumnus Ng and Tan, 1984. Priapipilumnus gen. nov. Diagnosis. Carapace a little broader than long, moderately convex from side to side and from front to back, but with markedly convex frontal region. Regions apparent but not strongly indicated. Carapace, chelae, and walking legs all evenly covered in short setae but not so as to hide shell features. Front with broad convex median lobes and strong pre-orbital spines. Supraorbital margin with median notch; inferior margin with lateral sulcus and large triangular tooth at inner end which is visible in dorsal view. Anterolateral borders a half, or a little more, the length of posterolateral borders; cut into four tuberculate teeth. Chelae of similar shape, one slightly the larger; covered in stout, broad evenly-spaced spines; fingers pointed. Walking legs relatively short and stout. Sternum narrow, sternite eight hidden by abdomen, union between sternite seven and its episternite also hidden by abdomen. Male genital openings coxal. Male abdomen projects markedly behind carapace, with segment three laterally bulbous. Male first pleopod extremely swollen over basal two-fifths, apex simple and bluntly pointed; second pleopod correspondingly dilated distally. Palatal ridges extend to anterior border of buccal cavern. Remarks. The type-species is Priapipilumnus nimbus sp. nov. The most important characters distinguishing this genus are the enormously swollen base of the first male pleopod and the corresponding protuberant and laterally bulbous abdomen. The first male pleopod ends in a blunt point instead of having the tip reflexed as is typical of many pilumnids, although this character is far from uncommon in the family. The closest relatives would seem to be species currently considered to belong to Parapilumnus (sensu Balss, 1933) . This is based simply on carapace and leg proportions, relative hairiness, and a tendency towards similar tuberculation of the chelae.