The adductor mandibulae complex of the tilefish family Branchiostegidae contains five major subdivisions (A1α, A1β, A2, A3α and A3β). No other group of fishes among those examined exhibited the degree of complexity found among the branchiostegids. The closely related sand tilefishes (Malacanthidae) have a less complex adductor mandibulae musculature, lacking an A3β muscle. The proposed phylogeny of the branchiostegids is based upon: (1) the A3β′, A3β″ and A1β subdivisions, (2) overall degree of development of the adductor mandibulae (distinctness, origins, insertions, and degree of aponeurotic development). The phylogenetic implications of the adductor mandibulae complex are discussed.