| William Powell | ... | Florenz Ziegfeld Jr. |
| Myrna Loy | ... | Billie Burke |
 | Luise Rainer | ... | Anna Held |
| Frank Morgan | ... | Billings |
| Fanny Brice | ... | Herself (as Fannie Brice) |
| Virginia Bruce | ... | Audrey Dane |
| Reginald Owen | ... | Sampston |
| Ray Bolger | ... | Himself |
| Ernest Cossart | ... | Sidney |
| Joseph Cawthorn | ... | Dr. Ziegfeld (as Joseph Cawthorne) |
| Nat Pendleton | ... | Sandow |
| Harriet Hoctor | ... | Herself |
| Jean Chatburn | ... | Mary Lou |
| Paul Irving | ... | Erlanger |
| Herman Bing | ... | Costumer |
| Charles Judels | ... | Pierre |
| Marcelle Corday | ... | Marie |
| Raymond Walburn | ... | Sage |
| A.A. Trimble | ... | Will Rogers |
| Buddy Doyle | ... | Eddie Cantor |
| rest of cast listed alphabetically: |
| Bernice Alstock | ... | Soloist, 'Shine On, Harvest Moon' Montage (uncredited) |
| Franklyn Ardell | ... | Allen (uncredited) |
| Earl Askam | ... | Trooper on Parade (uncredited) |
| Gertrude Astor | ... | Sassy Blonde in Anna Held's Audience (uncredited) |
| Monica Bannister | ... | Ziegfield Girl (uncredited) |
| Bonnie Bannon | ... | Ziegfeld Girl (uncredited) |
| Lynn Bari | ... | Ziegfeld Girl (uncredited) |
| Jack Baxley | ... | Detective (uncredited) |
| Robert Bradford | ... | Soloist, 'Look for the Silver Lining' Montage (uncredited) |
| Sheila Browning | ... | Ziegfeld Girl (uncredited) |
| Raymond Brown | ... | Inspector Doyle (uncredited) |
| Charles Bruins | ... | Trooper on Parade (uncredited) |
| David Burns | ... | Clarence (uncredited) |
| James P. Burtis | ... | Bill (uncredited) |
| Edna Callaghan | ... | Ziegfeld Girl (uncredited) |
| Buddy Clark | ... | Trooper on Parade (uncredited) |
| Thomas Clarke | ... | Soloist, 'Old Man River' Montage (uncredited) |
| Wallis Clark | ... | Stock Broker (uncredited) |
| Clay Clement | ... | Barber Shop Customer (uncredited) |
| Charles Coleman | ... | Carriage Starter (uncredited) |
| Helen Collins | ... | Miss Drake (uncredited) |
| Diane Cook | ... | Ziegfeld Girl (uncredited) |
| Earl Covert | ... | Soloist, 'Rio Rita' Montage (uncredited) |
| Pauline Craig | ... | Ziegfeld Girl (uncredited) |
| Adrienne D'Ambricourt | ... | Wife of French Ambassador (uncredited) |
| Mickey Daniels | ... | Telegraph Boy (uncredited) |
| Bill Days | ... | Soloist, 'Shine On, Harvest Moon' Montage (uncredited) |
| William Demarest | ... | Gene Buck (uncredited) |
| Dick Dennis | ... | Trooper on Parade (uncredited) |
| Evelyn Dockson | ... | Fat Woman (uncredited) |
| Sarah Edwards | ... | Wardrobe Woman (uncredited) |
| Zari Elmassian | ... | Soloist, 'Look for the Silver Lining' Montage (uncredited) |
| Charles Fallon | ... | French Ambassador (uncredited) |
| Susan Fleming | ... | Ziegfeld Girl (uncredited) |
| Ruth Gillette | ... | Lillian Russell (uncredited) |
| Ann Gillis | ... | Mary Lou as a Child (uncredited) |
| Peter Gowland | ... | Trooper on Parade (uncredited) |
| Robert Greig | ... | Joe (uncredited) |
| Virginia Grey | ... | Ziegfeld Girl (uncredited) |
| Billy Griffith | ... | Husband at World's Fair (uncredited) |
| Mary Halsey | ... | Ziegfeld Girl (uncredited) |
| Bert Hanlon | ... | Jim (uncredited) |
| Jeanne Hart | ... | Ziegfeld Girl (uncredited) |
| Grace Hayle | ... | Wife at World's Fair (uncredited) |
| Joan Holland | ... | Patricia Ziegfeld (uncredited) |
| Boothe Howard | ... | Willie Zimmerman (uncredited) |
| Mary Howard | ... | Miss Carlisle (uncredited) |
| John Hyams | ... | Dave Stamper (uncredited) |
| Selmer Jackson | ... | Barber Shop Customer (uncredited) |
| Alfred P. James | ... | Stage Door Man (uncredited) |
| Allan Jones | ... | Voice of Stage Singer, 'Pretty Girl' Number (uncredited) |
| Suzanne Kaaren | ... | Ruth Blair (uncredited) |
| Alice Keating | ... | Alice, Secretary (uncredited) |
| Mary Lange | ... | Ziegfeld Girl (uncredited) |
| Toni Lanier | ... | Ziegfeld Girl (uncredited) |
| John Larkin | ... | Sam (uncredited) |
| Rosina Lawrence | ... | Sally Manners (uncredited) |
| Margaret Lyman | ... | Ziegfeld Girl (uncredited) |
| Tandy MacKenzie | ... | Trooper on Parade (uncredited) |
| Edwin Maxwell | ... | Charles Frohman (uncredited) |
| Dennis Morgan | ... | Stage Singer, 'Pretty Girl' Number (uncredited) |
| Miss Morocco | ... | Little Egypt (uncredited) |
| Esther Muir | ... | Burlesque Prima Donna (uncredited) |
| Pat Nixon | ... | Ziegfeld Girl (uncredited) |
| Pearlie Norton | ... | Ziegfeld Girl (uncredited) |
| Wanda Perry | ... | Ziegfeld Girl (uncredited) |
| Bob Priester | ... | Trooper on Parade (uncredited) |
| Byron Russell | ... | Audience Member (uncredited) |
| Barlow Simpson | ... | Trooper on Parade (uncredited) |
| Georgia Spence | ... | Ziegfeld Girl (uncredited) |
| Paul Taylor | ... | Soloist, 'After the Ball is Over' Montage (uncredited) |
| Phil Tead | ... | Press Agent (uncredited) |
| Charles Trowbridge | ... | Julian Mitchell (uncredited) |
| Richard Tucker | ... | Barber Shop Customer (uncredited) |
| Ellinor Vanderveer | ... | Audience Member (uncredited) |
| Allan Watson | ... | Trooper on Parade (uncredited) |
| Larry Wheat | ... | Barber Shop Customer (uncredited) |
| Eric Wilton | ... | Desk Clerk (uncredited) |
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