Robert Donat as Charles Edward Chipping aka 'Mr. Chips'

Greer Garson as Katherine 'Kathy'

Terry Kilburn as John Colley / Peter Colley I / Peter Colley II / Peter Colley III

John Mills as Peter Colley as a Young Man

Paul Henreid as Max Staefel

Judith Furse as Flora

Lyn Harding as Dr. John Hamilton Wetherby

Milton Rosmer as Chatteris

Frederick Leister as Marsham

Louise Hampton as Mrs. Wickett

Austin Trevor as Ralston

David Tree as Jackson

Edmund Breon as Colonel Morgan

Jill Furse as Helen Colley

Scott Sunderland as Sir John Colley

Leonard Boucher as (uncredited)

Henry Caine as Bit Role (uncredited)

David Croft as Greengrocer's Boy Perkins (uncredited)

Leo de Pokorny as Bit Role (uncredited)

Clive Dunn as Youth (uncredited)

Cyril Frankel as Schoolboy Extra (uncredited)

Peter Gawthorne as Army General (uncredited)

Dane Gordon as Cast Member (uncredited)

Martita Hunt as British Tourist on Bicycle (uncredited)

Simon Lack as Wainwright (uncredited)

John Longden as Raven (uncredited)

Patrick Ludlow as (uncredited)

Guy Middleton as McCulloch (uncredited)

Phyllis Morris as (uncredited)

Cyril Raymond as Teacher (uncredited)

J.H. Roberts as Doctor (uncredited)

Michael Shepley as Teacher (uncredited)

Nigel Stock as John Forrester (uncredited)

Ronald Ward as (uncredited)

Caven Watson as (uncredited)