Tommy Lee Jones as Kay

Will Smith as Jay

Linda Fiorentino as Laurel

Vincent D'Onofrio as Edgar

Rip Torn as Zed

Tony Shalhoub as Jeebs

Siobhan Fallon Hogan as Beatrice

Mike Nussbaum as Gentle Rosenburg

Jon Gries as Van Driver

Sergio Calderón as Jose

Carel Struycken as Arquillian

Fredric Lehne as INS agent Janus

Richard Hamilton as Dee

Kent Faulcon as 1st Lt. Jake Jensen

John Alexander as Mikey

Keith Campbell as Perp

Ken Thorley as Zap-Em Man

Patrick Breen as Mr. Redgick

Becky Ann Baker as Mrs. Redgick

Sean Whalen as Passport Officer

Harsh Nayyar as News Vendor

Michael Willis as Cop in Morgue

Willie C. Carpenter as Police Inspector

Peter Linari as Tow Truck Driver

David Cross as Morgue Attendant

Charles C. Stevenson Jr. as MIB Agent Bee

Boris Lyoskin as Cook

Steve Rankin as INS Agent

Andy Prosky as INS Agent

Michael Goldfinger as NYPD sergeant

Alpheus Merchant as Security Guard

Norma Jean Groh as Mrs. Edelson

Bernard Gilkey as Baseball Player

Sean Plummer as First Contact Alien

Michael Kaliski as First Contact Alien

Richard Arthur as 2nd First Contact Alien

Debbie Lee Carrington as Alien Father

Verne Troyer as Alien Son

Mykal Wayne Williams as Scared Guy

Tim Blaney as Frank the Pug (voice)

Mark Setrakian as Rosenberg Alien (voice)

Brad Abrell as Worm Guy (voice)

Thom Fountain as Worm Guy (voice)

Carl J. Johnson as Worm Guy (voice)

Drew Massey as Worm Guy (voice)

Christina Benitan as On-Air Reporter (uncredited)

Lowell Cunningham as MiB HQ Office Worker (uncredited)

Danny DeVito as Alien on TV Monitor (uncredited)

John Elsen as NYPD Sergeant (uncredited)

Karen Lynn Gorney as Announcer (uncredited)

Adrian Lee as Wall Street Broker (uncredited)

George Lucas as Alien on TV Monitor (uncredited)

Patricia McPherson as Spouse K (uncredited)

Newt Gingrich as Alien on TV Monitor (uncredited)

Isaac Mizrahi as Alien on TV Monitor (uncredited)

Fred Newman as Aliens (voice) (uncredited)

Joe Paparone as Police Inspector (uncredited)

Tony Robbins as Alien on TV Monitor (uncredited)

Al Roker as Alien on TV Monitor (uncredited)

Eliot Sash as Police Officer #4 (uncredited)

Barry Sonnenfeld as Alien on TV Monitor (uncredited)

Sylvester Stallone as Alien on TV Monitor (uncredited)

Chloe Sonnenfeld as Alien on TV Monitor (uncredited)

Steven Spielberg as Alien on TV Monitor (uncredited)

Dionne Warwick as Alien on TV Monitor (uncredited)