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| A1 | Pennies From Heaven | |
| A2 | Please Be Kind | |
| A3 | (Love Is) The Tender Trap | |
| A4 | Looking At The World Thru Rose Coloured Glasses | |
| A5 | My Kind Of Girl | |
| A6 | Everybody's Twistin' | |
| B1 | I Only Have Eyes For You | |
| B2 | Nice Work If You Can Get It | |
| B3 | Learnin' The Blues | |
| B4 | I'm Gonna Sit Right Down And Write Myself A Letter | |
| B5 | I Won't Dance | |
| B6 | Nothing But The Best |
Arranged By, Conductor – Neal Hefti
Art Direction – Merle Shore
Bass – Buddy Catlett
Drums – Sonny Payne
Guitar – Freddie Green
Photography By [Cover Photos] – Ted Allen
Piano – Count Basie
Saxophone – Charlie Fowlkes
Saxophone – Eric Dixon
Saxophone – Frank Foster
Saxophone – Frank Wess
Saxophone – Marshal Royal
Trombone – Benny Powell
Trombone – Henry Coker
Trombone – Rufus Wagner
Trumpet – Albert Aarons
Trumpet – Al Porcino
Trumpet – F. P. Ricard
Trumpet – Sonny Cohn
Trumpet – Thad Jones
Vocals – Frank Sinatra
Art Direction – Merle Shore
Bass – Buddy Catlett
Drums – Sonny Payne
Guitar – Freddie Green
Photography By [Cover Photos] – Ted Allen
Piano – Count Basie
Saxophone – Charlie Fowlkes
Saxophone – Eric Dixon
Saxophone – Frank Foster
Saxophone – Frank Wess
Saxophone – Marshal Royal
Trombone – Benny Powell
Trombone – Henry Coker
Trombone – Rufus Wagner
Trumpet – Albert Aarons
Trumpet – Al Porcino
Trumpet – F. P. Ricard
Trumpet – Sonny Cohn
Trumpet – Thad Jones
Vocals – Frank Sinatra
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