The guts contents of two species of penguipendid fishes, Parapercis polyophtalma and Parapercis cephalopunctata, and four species of synodontid fishes, Trachinocephalus myops, Synodus variegatus, Saurida gracilis and Saurida sp. in shallow reef water around Kuchierabu-jima Island, southern Japan, were analyzed. Both penguipendid and synodontid fishes commonly inhabit on rocks, dead coral, boulders, gravel, and sand paches in the reef. They are typical ambushers which rest immobile on the sea floor and suddenly attack prey which come within striking distance. They preyed mainly on demersal small crustaceans and small fishes. In penguipendid fish, although smaller fish of P. cephalopunctata preyed on fish and small crustaceans, larger ones preyed mainly on small crustaceans. In synodontid fish, feeding habits of T. myops changed with fish growth, from small crustaceans to pelagic fish, and that of S. variegatus changed with fish growth, from demersal fish to pelagic fish.