All tracks are written by Mason Williams, unless otherwise noted. Arranged by Al Capps, except Overture and Classical Gas by Post and Dylan Thomas and Life Song by Williams. The first printing of the vinyl label misspelled The Prince's Panties as "Princess Panties"
Richard J. Hyde, Hoyt Bohannon, Lew McCreary, and Richard Leith – trombone
David Burk, Emanuel Moss, George Kast, Harry Bluestone, Israel Baker, Jack Gootkin, Jimmy Getzoff, Jerry Reisler, John Vidor, Ralph Schaeffer, Robert Korda, Robert Sushel, Sidney Sharp, Stan Plummer, Tibor Zelig, and William Kurasch – violin