| # | Name | Instrument |
|---|---|---|
| 1 | George Benson | Vocals, Guitar |
| 2 | Frank Foster | Tenor saxophone |
| 3 | Bill Hughes | Bass, Trombone |
| 4 | Mel Wanzo | Trombone |
| 5 | Kenny Hing | Tenor saxophone, Flute |
| 6 | James Daniel "Danny" Turner | Alto saxophone, Piccolo |
| 7 | Bob Trowers | Trombone |
| 8 | Clarence Banks | Trombone |
| 9 | Melton Mustafa | Trumpet, Flugelhorn |
| 10 | Derick Gardner | Trumpet, Flugelhorn |
| 11 | Mike Williams | Trumpet, Flugelhorn |
| 12 | Bob Ojeda | Trumpet, Flugelhorn |
| 13 | Doug Miller | Tenor saxophone, Flute |
| 14 | Manny Boyd | Alto saxophone, Flute |
| 15 | Charlton Johnson | Accordion, Bass |
| 16 | George Cadwell | Piano |
| 17 | David Gibson | Drums |
| 18 | Cleve Eaton | Bass |
| 19 | Carmen Bradford | Vocals |
| 20 | Johnny Williams | - |