* James Stewart as Hildy Johnson
* Katharine Hepburn as Hildy's fiancee, Peggy Grant
* Walter Brennan as Sheriff Walter Burns
* Robert Preston as Earl Williams
* Basil Rathbone as Jerry Duffy
* John Carradine as Endicott
* Porter Hall as Kruger
* Oscar Homolka as Graf
* Harry Davenport as Editor Walter Matson
* Charles D. Brown as Maloney
* Raymond Walburn as Mayor
* Gene Lockhart as The Governor
This film is a remake of the 1931 film of the same name.