Burt Reynolds as Phil Potter

Jill Clayburgh as Marilyn Holmburg

Candice Bergen as Jessica Potter

Charles Durning as Michael "Mickey" Potter

Frances Sternhagen as Marva Potter

Austin Pendleton as Paul

Mary Kay Place as Marie

MacIntyre Dixon as Dan Ryan

Jay O. Sanders as Larry

Charles Kimbrough as Salesman

Richard Whiting as Everett

Alfie Wise as Workshop Member

Wallace Shawn as Workshop Member

Sturgis Warner as John Morganson

Mary Catherine Wright as Student 1

Daniel Stern as Student 2

George Hirsch as Student 3

Ian Martin as Doorman

Aerin Asher as Lord & Taylor Lady

Ben Pesner as Victor

Mort Marshall as Room Service Waiter

Gilmer McCormick as Stephanie

Helen Stenborg as Older Woman

Michael Kaufman as Clerk

Marvin Lichterman as Husband

Anne DeSalvo as Wife

Connie Fleming as Babysitter

Alison Stevens as Marie's Daughter

Michael McDermott as Marie's Son

Russell Horton as Man #2

Harold Lamson as Mark

Michael Bellaran as Small Boy

Deborah Reagan as Young Woman - Young Couple

Kevin Bacon as Husband - Young Couple

Tara King as Checkout Girl

A.C. Weary as Athletic Father

Lisa Sloan as Mother of Kid

Gaby Glatzer as Kid

Thomas James Riselli as Key Maker

Harriet Rawlings as Bloomingdale's Couple

Simon McQueen as Bloomingdale's Couple

Stacy Holiday as Bloomingdale's Couple

Nadine Darling as Bloomingdale's Couple

Kitty Muldoon as Bloomingdale's Couple

John Murray as Bloomingdale's Couple

Eric Geier as Bloomingdale's Couple

Sol Schwade as Man in Market

Tony Romano as Boston Man

Matteo Cafiso as School Pupil (uncredited)

Laurie Gould as Piano Instructor (uncredited)

Jon Lonoff as Busboy (uncredited)