Barbra Streisand as Judy Maxwell

Ryan O'Neal as Howard Bannister

Madeline Kahn as Eunice Burns

Kenneth Mars as Hugh Simon

Austin Pendleton as Frederick Larrabee

Michael Murphy as Mr. Smith

Philip Roth as Mr. Jones

Sorrell Booke as Harry

Stefan Gierasch as Fritz

Mabel Albertson as Mrs. Van Hoskins

Liam Dunn as Judge Maxwell

John Hillerman as Hotel Manager

George Morfogen as Headwaiter

Graham Jarvis as Bailiff

Randy Quaid as Professor Hosquith

M. Emmet Walsh as Arresting Officer

Kevin O'Neal as Delivery Boy

Eleanor Zee as Banquet Receptionist

Paul Condylis as Room Service Waiter

Fred Scheiwiller as Jewel Thief

Carl Saxe as Jewel Thief

Jack Perkins as Jewel Thief

Paul B. Kipilman as Druggist

Gil Perkins as Jones' Driver

Christa Lang as Mrs. Hosquith

Stan Ross as Musicologist

Peter Eastman as Musicologist

Eric Brotherson as Larrabee's Butler

Elaine Partnow as Party Guest

George Burrafato as Eunice's Cab Driver

Jerry Summers as Smith's Cab Driver

Mark Thompson as Airport Cab Driver

Don Bexley as Skycap

Leonard Lookabaugh as Painter on Roof

Candace Brownell as Ticket Seller

Sean Morgan as Banquet Official

Patricia O'Neal as Lady on Plane

Joe Alfasa as Waiter in Hall

Chuck Holison as Pizza Cook

Cosmo Sardo as Hotel Waiter (uncredited)

Sylvester Stallone as Hotel Guest (uncredited)