- Cary Grant as Walter Burns
- Rosalind Russell as Hildy Johnson
- Ralph Bellamy as Bruce Baldwin
- Gene Lockhart as Sheriff Hartwell
- Porter Hall as Murphy
- Ernest Truex as Bensinger
- Cliff Edwards as Endicott
- Clarence Kolb as the Mayor
- Roscoe Karns as McCue
- Frank Jenks as Wilson
- Regis Toomey as Sanders
- Abner Biberman as Louie
- Frank Orth as Duffy
- John Qualen as Earl Williams
- Helen Mack as Mollie Malloy
- Alma Kruger as Mrs. Baldwin
- Billy Gilbert as Joe Pettibone
- Pat West as Warden Cooley
- Edwin Maxwell as Dr. Eggelhoffer
- Marion Martin as Evangeline (uncredited)
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