Peter O'Toole as Arthur Chipping

Petula Clark as Katherine Bridges

Michael Redgrave as The Headmaster

George Baker as Lord Sutterwick

Siân Phillips as Ursula Mossbank

Michael Bryant as Max Staefel

Jack Hedley as William Baxter

Alison Leggatt as Headmaster's Wife

Jenny Runacre as

Clinton Greyn as Bill Calbury

Barbara Couper as Mrs. Paunceforth

Michael Culver as Johnny Longbridge

Elspeth March as Mrs. Summerswaithe

Clive Morton as General Paunceforth

Ronnie Stevens as Algie

Mario Maranzana as Pompeii Guide

John Gugolka as Sutterwick Jr.

Michael Ridgeway as David

Tom Owen as Farley

Michael Audreson as Schoolboy (uncredited)

Julian Barnes as Schoolboy (uncredited)

Pierre Bedenes as Schoolboy (singing voice) (uncredited)

Gillian Blake as Girl at Party (uncredited)

Leo Britt as Elder Master (uncredited)

Nicholas Frankau as Tardy Student (uncredited)

Gary Graham as Schoolboy (uncredited)

Elspet Gray as Lady Sutterwick (uncredited)

Patricia Hayes as Miss Honeybun (uncredited)

Mark Danvers Heron as Schoolboy (uncredited)

Barbara Knox as Dancer (uncredited)

Lawrence Lambert as Schoolboy (uncredited)

Jeremy Lloyd as Johnson (uncredited)

Craig Marriott as Schoolboy (uncredited)

Jack May as Price (uncredited)

John Moulder-Brown as Gresham (uncredited)

James Payne as Man in Theatre (uncredited)

Jeremy Ranchev as Schoolboy (uncredited)

Stephen Reed as Schoolboy (uncredited)

Robert Rietti as Jenkins (voice) (uncredited)

Sheila Steafel as Tilly (uncredited)

Royston Tickner as Policeman (uncredited)

Richard Vernon as Chairman of the Board of Governors (uncredited)

Raymond Ward as Schoolboy (uncredited)

Robert Wisepart as Head Boy (uncredited)