James Stewart as Tom Destry Jr.

Marlene Dietrich as Frenchy

Mischa Auer as Boris

Charles Winninger as Washington Dimsdale

Brian Donlevy as Kent

Allen Jenkins as Gyp Watson

Warren Hymer as Bugs Watson

Irene Hervey as Janice Tyndall

Una Merkel as Lily Belle

Billy Gilbert as Loupgerou

Samuel S. Hinds as Judge Slade

Jack Carson as Jack Tyndall

Tom Fadden as Lem Claggett

Virginia Brissac as Sophie Claggett

Edmund MacDonald as Rockwell (as Edmund Macdonald)

Lillian Yarbo as Clara

Joe King as Sheriff Keogh

Dickie Jones as Claggett Boy

Ann E. Todd as Claggett Girl

Richard Alexander as Cowboy (uncredited)

Silver Tip Baker as Barfly (uncredited)

Chief John Big Tree as Indian in Saloon (uncredited)

Billy Bletcher as Pianist (uncredited)

Loren Brown as Juggler (uncredited)

Buck Bucko as Barfly (uncredited)

Roy Bucko as Barfly (uncredited)

George Chesebro as Barfly (uncredited)

Dora Clement as Woman (uncredited)

Bill Cody Jr. as Townsboy Telling Wash of Destry's Arrival (uncredited)

Spade Cooley as Fiddle Player (uncredited)

Harry Cording as Creepy - Lends Tom Guns (uncredited)

Carmen D'Antonio as Dancer (uncredited)

Harold DeGarro as Juggler (uncredited)

Tex Driscoll as Barfly (uncredited)

Florence Dudley as Small Role (uncredited)

Ruth Eddings as Friend of Lilly Belle (uncredited)

O.K. Ford as Barfly (uncredited)

Sam Garrett as Rider / Roper (uncredited)

William Gillis as Barfly (uncredited)

Jack Gordon as Barfly (uncredited)

Lloyd Ingraham as Express Agent with Box of Rabbits (uncredited)

Marjorie Kane as Saloon Floozie (uncredited)

Harley Luse as Accordion Player (uncredited)

Cactus Mack as Musician (uncredited)

Frank McCarroll as Barfly (uncredited)

Bud McClure as Stage Driver (uncredited)

Merrill McCormick as Townsman (uncredited)

Philo McCullough as Bartender (uncredited)

Robert McKenzie as Doctor (uncredited)

Charles Murphy as Townsman (uncredited)

Mary Shannon as Woman on Street (uncredited)

Rudy Sooter as Bass Player (uncredited)

Betta St. John as Singing Girl in Wagon (uncredited)

William Steele as Cowboy (uncredited)

Leo Sulky as Bartender (uncredited)

Al Taylor as Townsman (uncredited)

Harry Tenbrook as Stage Shotgun Rider

Jack Tornek as Barfly (uncredited)

Minerva Urecal as Mrs. DeWitt (uncredited)

Leslie Vincent as (uncredited)

Hank West as Musician (uncredited)

Dan White as Barfly (uncredited)

Blackie Whiteford as Juror (uncredited)

Alex Woloshin as Assistant Bartender (uncredited)

Duke York as Townsman (uncredited)