Peter O'Toole

Arthur Chipping

Petula Clark

Katherine Bridges

Michael Redgrave

The Headmaster

Alison Leggatt

Headmaster's Wife

George Baker

Lord Sutterwick

Siân Phillips

Ursula Mossbank

Michael Bryant

Max Staefel

Jack Hedley

William Baxter

Jenny Runacre

Clinton Greyn

Bill Calbury

Barbara Couper

Mrs. Paunceforth

Michael Culver

Johnny Longbridge

Elspeth March

Mrs. Summerswaithe

Clive Morton

General Paunceforth

Ronnie Stevens

Algie

Mario Maranzana

Pompeii Guide

John Gugolka

Sutterwick Jr.

Michael Ridgeway

David

Tom Owen

Farley

Michael Audreson

Schoolboy (uncredited)

Julian Barnes

Schoolboy (uncredited)

Roy Beck

Schoolboy (uncredited)

Pierre Bedenes

Schoolboy (singing voice) (uncredited)

Gillian Blake

Girl at Party (uncredited)

Leo Britt

Elder Master (uncredited)

Nicholas Frankau

Tardy Student (uncredited)

Gary Graham

Schoolboy (uncredited)

Elspet Gray

Lady Sutterwick (uncredited)

Patricia Hayes

Miss Honeybun (uncredited)

Mark Danvers Heron

Schoolboy (uncredited)

Barbara Knox

Dancer (uncredited)

Lawrence Lambert

Schoolboy (uncredited)

Jeremy Lloyd

Johnson (uncredited)

Craig Marriott

Schoolboy (uncredited)

Jack May

Price (uncredited)

John Moulder-Brown

Schoolboy (uncredited)

James Payne

Man in Theatre (uncredited)

Jeremy Ranchev

Schoolboy (uncredited)

Stephen Reed

Schoolboy (uncredited)

Robert Rietti

Jenkins (voice) (uncredited)

Sheila Steafel

Tilly (uncredited)

Royston Tickner

Policeman (uncredited)

Richard Vernon

Chairman of the Board of Governors (uncredited)

Raymond Ward

Schoolboy (uncredited)

Robert Wisepart

Head Boy (uncredited)