Spencer Tracy as C. G. Culpepper

Milton Berle as J. Russell Finch

Sid Caesar as Melville Crump

Buddy Hackett as Benjy Benjamin

Ethel Merman as Mrs. Marcus

Mickey Rooney as Ding 'Dingy' Bell

Dick Shawn as Sylvester Marcus

Phil Silvers as Otto Meyer

Terry-Thomas as J. Algernon Hawthorne

Jonathan Winters as Lennie Pike

Edie Adams as Monica Crump

Dorothy Provine as Emeline Marcus-Finch

Eddie 'Rochester' Anderson as Second Cab Driver

Jim Backus as Tyler Fitzgerald

Ben Blue as Biplane Pilot

Joe E. Brown as Union Official

Alan Carney as Police Sergeant

Chick Chandler as Detective Outside Chinese Laundromat

Barrie Chase as Sylvester's Girlfriend

Lloyd Corrigan as The Mayor

William Demarest as Police Chief Aloysius

Selma Diamond as Ginger Culpepper (voice)

Andy Devine as Sheriff of Crockett County

Norman Fell as Detective at Grogan's Crash Site

Paul Ford as Col. Wilberforce

Stan Freberg as Deputy Sheriff

Louise Glenn as Billie Sue Culpepper (voice)

Leo Gorcey as First Cab Driver

Sterling Holloway as Fire Chief

Marvin Kaplan as Irwin

Edward Everett Horton as Mr. Dinckler

Buster Keaton as Jimmy the Crook

Charles Lane as Airport Manager

Don Knotts as Nervous Motorist

Mike Mazurki as Miner

Charles McGraw as Lt. Matthews

Cliff Norton as Reporter

Zasu Pitts as Gertie - Switchboard Operator

Carl Reiner as Tower Controller at Rancho Conejo

Madlyn Rhue as Secretary Schwartz

Roy Roberts as Policeman Outside Irwin & Ray's Garage

Arnold Stang as Ray

Nick Stewart as Driver run off highway

Moe Howard as Airport Firemen #1

Larry Fine as Airport Firemen #2

Joe DeRita as Airport Firemen #3

Sammee Tong as Laundryman

Jimmy Durante as Smiler Grogan

Jack Benny as Man in Car in Desert (uncredited)

Jerry Lewis as Driver Who Runs Over Hat (uncredited)

Doodles Weaver as Hardware Store Clerk (uncredited)

Al Bain as Spectator (uncredited)

Stanley Clements as Reporter (uncredited)

Max Wagner as Spectator (uncredited)

Morey Amsterdam as Uncle Mike (voice) (uncredited)

Lovyss Bradley as Matron (uncredited)

Dick Cherney as Detective (uncredited)

John Clarke as Helicoper Pilot (uncredited)

Roy Engel as Patrolman / Police Radio Voice Unit F-14 (uncredited)

Nicholas Georgiade as Detective at Grogan's Crash Site (uncredited)

Stacy Harris as Police Radio Unit F-7 (voice) (uncredited)

Don C. Harvey as Policeman in Helicopter (uncredited)

John Indrisano as Hard Hat in Crowd (uncredited)

Allen Jenkins as Cop (uncredited)

Tom Kennedy as Traffic Cop (uncredited)

Charles Sherlock as Crowd Member (uncredited)

Paul Sorensen as Hardhat in Crowd Next to Joe E Brown. (uncredited)

Lennie Weinrib as F-14 / Ladder Fireman (voice) (uncredited)

Rudy Germane as Police Officer (uncredited)

Peter Falk as Third Cab Driver

King Donovan as Airport Official (uncredited)

James Flavin as Patrolman (uncredited)

Bobby Gilbert as Spectator (uncredited)

Robert Karnes as Officer Sammy (uncredited)

Harry Lauter as Police Dispatcher (uncredited)

Jesse White as Radio Tower Operator at Rancho Conejo