Donald Sutherland as Matthew Bennell

Brooke Adams as Elizabeth Driscoll

Leonard Nimoy as Dr. David Kibner

Jeff Goldblum as Jack Bellicec

Veronica Cartwright as Nancy Bellicec

Art Hindle as Dr. Geoffrey Howell

Lelia Goldoni as Katherine Hendley

Kevin McCarthy as Running Man

Don Siegel as Taxi Driver

Tom Luddy as Ted Hendley

Stan Ritchie as Stan

David Fisher as Mr. Gianni

Tom Dahlgren as Detective

Garry Goodrow as Dr. Boccardo

Jerry Walter as Restaurant Owner

Maurice Argent as Chef

Sam Conti as Street Barker

Wood Moy as Mr. Tong

R. Wong as Mrs. Tong

Rose Kaufman as Outraged Woman

Joe Bellan as Harry

Sam Hiona as Policeman #1

Lee McVeigh as Policeman #2

Al Nalbandian as Rodent Man

Lee Mines as School Teacher

Robert Duvall as Priest on Swing (uncredited)

Michael Chapman as Health Dept. Floor Cleaner (uncredited)

Philip Kaufman as City Official on Phone (uncredited) (voice)

Al Perez as PG&E Man (uncredited)

Jeff Scheftel as Pod Person at Party (uncredited)

Kevin Harris as Dr. of pods (uncredited)