Data from the chloroplast genes rbcL and ndhF, totaling more than 3500 base pairs of DNA sequence, were used to examine the monophyly of the Scrophulariaceae, including several groups that have been suggested to belong to or to be derived from the Scrophulariaceae. Thirty-two taxa representing the Lamiales s.l. and outgroups were sampled and each of the sets of gene sequences was analyzed separately and in combination. Results indicate that two distinct clades composed of elements of the traditional Scrophulariaceae exist and that a monophyletic Scrophulariaceae, even one liberally circumscribed to include several small families, cannot be supported by these data. One group, designated ''scroph I,'' includes Verbascum, Celsia, Selago, Scrophularia, Buddleja, and Nicodemia. A second group, ''scroph II,'' includes Antirrhinum, Digitalis, Veronica, and the Plantaginaceae, Callitrichaceae, and Hippuridaceae. Schlegelia and Paulownia, often assigned either to the Scrophulariaceae or Bignoniaceae, do not appear with either family.