Errol Flynn

as Major Geoffrey Vickers

Olivia de Havilland

as Elsa Campbell

Patric Knowles

as Captain Perry Vickers

Henry Stephenson

as Sir Charles Macefield

Nigel Bruce

as Sir Benjamin Warrenton

Donald Crisp

as Colonel Campbell

David Niven

as Captain Randall

C. Henry Gordon

as Surat Khan

G.P. Huntley

as Major Jowett

Robert Barrat

as Count Igor Volonoff

Spring Byington

as Lady Octavia Warrenton

E. E. Clive

as Sir Humphrey Harcourt

J. Carrol Naish

as Subahdar-Major Puran Singh

Walter Holbrook

as Cornet Barclay

Princess Baba

as Prema's Mother

Charles Sedgwick

as Cornet Pearson

Scotty Beckett

as Prema Singh

George Regas

as Wazir

Helen Sanborn

as Mrs. Jowett

John Bose

as Soldier (uncredited)

Jack Curtis

as Sepoy (uncredited)

Herbert Evans

as Majordomo (uncredited)

Olaf Hytten

as Officer (uncredited)

Georges Renavent

as Gen. Canrobert (uncredited)

Sam Harris

as Indian Officer (uncredited)