Development of the mandibular, hyoid and gill arches, which constitute the splanchnocranium, are described for Prochilodus argenteus, order Characiformes, one of the basal lineages of the Otophysi. Development was examined from just hatched larvae through juveniles using whole specimens cleared and counterstained for cartilage and bone as well as histological preparations. Observations are compared with the developmental trends reported for Cypriniformes, the basalmost clade of the Otophysi. Shortened developmental sequences for Prochilodus compared to the cypriniform Catostomus were discovered in the ontogeny of the ceratohyals, ceratobranchials 1-5, epibranchials 1-4 and the symplectic portion of the hyosymplectic. Prochilodus also differs from Catostomus in having the basihyal plus the anterior copula appearing at different stages of ontogeny rather than simultaneously. Contrary to previous assumptions, developmental information indicates that hypobranchial 4 as well as likely basibranchial 5 are present in Prochilodus. Various developmental patterns in Prochilodus considered basal for the Otophysi, the predominant component of the Ostariophysi, are likely conserved from patterns prevalent in basal groups in the Actinopterygii.