Cedric Hardwicke as Dr. Thomas Arnold

Freddie Bartholomew as East

Jimmy Lydon as Tom Brown

Josephine Hutchinson as Mrs. Mary Arnold

Billy Halop as Flashman

Polly Moran as Sally Harowell

Hughie Green as Walker Brooke

Ernest Cossart as Squire Brown

Alec Craig as Old Thomas

Gale Storm as Effie

Antoinette Rotche as Tom Brown's Nanny

Lionel Belmore as Tavern Keeper

Barlowe Borland as Grimsby aka Old Grimey

Rita Carlyle as Maid

Richard Clucas as Boy

John 'Uh huh' Collum as Sidney

Harry Duff as Westcott

Calvin Ellison as Boy

Harold Entwistle as Dustman

Ian Fulton as Old Brodie

Forrester Harvey as Sam the Coachman

Cullen Johnson as Boy

Calvin Leslie as Boy

Peter Madden as Jacob

Paul Mathews as Lexton

Frank Mills as School Porter

Alexander Pollard as Butler

Charles Smith as Diggs

Walter Tetley as Student

Tommy Thompson as Boy

Richard West as Boy

Leonard Willey as Farmer Jenkins

Dick Chandlee as Tadpole Martin