Billy Zane as The Phantom / Kit Walker

Kristy Swanson as Diana Palmer

Treat Williams as Xander Drax

Catherine Zeta-Jones as Sala

James Remar as Quill

Cary-Hiroyuki Tagawa as The Great Kabai Sengh

Bill Smitrovich as Uncle Dave Palmer

Casey Siemaszko as Morgan

David Proval as Charlie Zephro

Joseph Ragno as Ray Zephro

Samantha Eggar as Lily Palmer

Jon Tenney as Jimmy Wells

Patrick McGoohan as Phantom's Dad

Robert Coleby as Capt. Philip Horton

Al Ruscio as Police Commissioner Farley

Leon Russom as Mayor Krebs

John Capodice as Al the Cabby

Bo Kane as Mounted Cop

John Prosky as Cycle Cop

Dane Farwell as Breen

Radmar Agana Jao as Guran

Clint Lilley as Gangster #1

Austin Peters as Boy Phantom

Bernard Kates as Falkmoore the Butler