Warren Beatty as Ben 'Bugsy' Siegel

Annette Bening as Virginia Hill

Harvey Keitel as Mickey Cohen

Ben Kingsley as Meyer Lansky

Elliott Gould as Harry Greenberg

Joe Mantegna as George Raft

Bebe Neuwirth as Countess di Frasso

Bill Graham as Charles "Lucky" Luciano

Lewis van Bergen as Joe Adonis

Wendy Phillips as Esta Siegel

Richard C. Sarafian as Jack Dragna

Karen Russell as Dancer

Robert Beltran as Alejandro

Stefanie Mason as Millicent Siegel

Kimberly McCullough as Barbara Siegel

Andy Romano as Del Webb

Bryan Smith as Chick Hill

Eric Christmas as Ronald the Butler

Ray McKinnon as David Hinton

Joseph Roman as Moe Sedway

Don Carrara as Vito Genovese

Carmine Caridi as Frank Costello

Don Calfa as Louie Dragna

Robert Glaudini as Dominic

Joe Baker as Lawrence Tibbett

Ksenia Prohaska as Marlene Dietrich

Bruce Ed Morrow as D.A. McWilde

Clive Rosengren as Deputy D.A. Hartman

Traci Lind as Natalie St. Clair

Anthony Russell as Jerry the Bookie

Wendie Malick as Woman On Train

Ralph Tabakin as Elevator Operator

Julie Strain as Bit Part (uncredited)