The Late Eocene (Bartonian) Eocliff Limestone has yielded a rich, diverse and well-preserved micromammalian fauna which includes three tenrecoids, a chrysochlorid, several macroscelidids and at least eight taxa of rodents. The available cranio-dental and post-cranial elements reveal that the three tenrecoid species are closely related to potamogalids (one taxon) and to tenrecids (two taxa). The dichotomy between these two families probably occurred a long time before deposition of the Eocliff carbonate, possibly during the Palaeocene or even as early as the Late Cretaceous. The dentitions of the Eocliff potamogalid and tenrecids exhibit primitive versions of protozalambdodonty, in which the upper molars have clear metacones. Three new genera and species are described. Keywords: Potamogalidae, Tenrecidae, Zalambdodonty, Late Eocene, Namibia, Evolution.