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| 1 | Berlin | 3:24 |
| 2 | Lady Day | 3:39 |
| 3 | Men Of Good Fortune | 4:38 |
| 4 | Caroline Says I | 3:57 |
| 5 | How Do You Think It Feels | 3:42 |
| 6 | Oh Jim | 5:14 |
| 7 | Caroline Says II | 4:13 |
| 8 | The Kids | 7:55 |
| 9 | The Bed | 5:51 |
| 10 | Sad Song | 6:56 |
Acoustic Guitar, Synthesizer, Arranged By [Vocals] – Gene Martynec (9)
Arranged By – Allan Macmillan
Arranged By – Bob Ezrin
Backing Vocals, Electric Guitar – Dick Wagner
Bass – Gene Martynec (2)
Bass – Jack Bruce (1, 3 to 7, 9, 10)
Bass – Tony Levin (8)
Bass Trombone – Jon Pierson
Choir – Bob Ezrin
Choir – Dennis Ferrante
Choir – Dick Wagner
Choir – Elizabeth March
Choir – Lou Reed
Choir – Steve Hyden
Design Concept [Album], Design – Pacific Eye & Ear
Design [CD Package Design] – JRJ Associates
Drums – Aynsley Dunbar (1, 3 to 7, 9, 10)
Drums – B.J. Wilson (2, 8)
Liner Notes – Michael Hill
Management – Transformer Enterprises
Organ, Harmonium – Steve Winwood
Other [Model] – Gary Linden
Other [Model] – Michael Moore
Other [Models] – Mary Flynn
Photography By – LA Legion
Photography By – Saint-Jivago Desanges
Piano – Allan Macmillan (1)
Piano – Blue Weaver (3)
Piano, Mellotron – Bob Ezrin
Producer – Bob Ezrin
Project Manager – Dalita Keumurian
Research [Tape] – Paul Williams
Research [Vault] – Tom Larkey
Restoration [Audio] – Bill Lacey
Songwriter – Lou Reed (1 to 10)
Supervised By [Reissue] – Paul Williams
Tenor Saxophone – Michael Brecker
Tracking By [Overdubbing] – Danny Turbeville
Tracking By [Overdubbing] – Dennis Ferrante
Tracking By [Overdubbing] – Richard Lewzy
Tracking By [Overdubbing] – Ed Sprigg
Tracking By [Overdubbing] – Greg Calby
Tracking By [Overdubbing] – Jay Messina
Tracking By [Overdubbing] – Jim Frank
Tracking By [Overdubbing] – Jim Reeves
Tracking By [Overdubbing] – Joe Lopes
Tracking By [Overdubbing] – Pat Martin
Tracking By [Overdubbing] – Shelly Yakus
Transferred By [Digital Transfers] – Mike Hartry
Trumpet – Randy Brecker
Arranged By – Allan Macmillan
Arranged By – Bob Ezrin
Backing Vocals, Electric Guitar – Dick Wagner
Bass – Gene Martynec (2)
Bass – Jack Bruce (1, 3 to 7, 9, 10)
Bass – Tony Levin (8)
Bass Trombone – Jon Pierson
Choir – Bob Ezrin
Choir – Dennis Ferrante
Choir – Dick Wagner
Choir – Elizabeth March
Choir – Lou Reed
Choir – Steve Hyden
Design Concept [Album], Design – Pacific Eye & Ear
Design [CD Package Design] – JRJ Associates
Drums – Aynsley Dunbar (1, 3 to 7, 9, 10)
Drums – B.J. Wilson (2, 8)
Liner Notes – Michael Hill
Management – Transformer Enterprises
Organ, Harmonium – Steve Winwood
Other [Model] – Gary Linden
Other [Model] – Michael Moore
Other [Models] – Mary Flynn
Photography By – LA Legion
Photography By – Saint-Jivago Desanges
Piano – Allan Macmillan (1)
Piano – Blue Weaver (3)
Piano, Mellotron – Bob Ezrin
Producer – Bob Ezrin
Project Manager – Dalita Keumurian
Research [Tape] – Paul Williams
Research [Vault] – Tom Larkey
Restoration [Audio] – Bill Lacey
Songwriter – Lou Reed (1 to 10)
Supervised By [Reissue] – Paul Williams
Tenor Saxophone – Michael Brecker
Tracking By [Overdubbing] – Danny Turbeville
Tracking By [Overdubbing] – Dennis Ferrante
Tracking By [Overdubbing] – Richard Lewzy
Tracking By [Overdubbing] – Ed Sprigg
Tracking By [Overdubbing] – Greg Calby
Tracking By [Overdubbing] – Jay Messina
Tracking By [Overdubbing] – Jim Frank
Tracking By [Overdubbing] – Jim Reeves
Tracking By [Overdubbing] – Joe Lopes
Tracking By [Overdubbing] – Pat Martin
Tracking By [Overdubbing] – Shelly Yakus
Transferred By [Digital Transfers] – Mike Hartry
Trumpet – Randy Brecker
℗ 1998 BMG Entertainment
RCA 07863 67489-2
Made in USA
The RCA Records Label is a unit of BMG Entertainment Tmk (s)
© 1998 BMG Entertainment
Marketed and distributed by BMG Distribution, a unit of BMG Entertainment, 1540 Broadway, New York, New York, 10036-4098
Printed in USA
RCA 07863 67489-2
Made in USA
The RCA Records Label is a unit of BMG Entertainment Tmk (s)
© 1998 BMG Entertainment
Marketed and distributed by BMG Distribution, a unit of BMG Entertainment, 1540 Broadway, New York, New York, 10036-4098
Printed in USA
Barcode (Text [UPC-A]) – 8 86977 09972 4
Barcode (String [UPC]) – 886977099724
Matrix / Runout (Variant 1) – DIDX-248913 1
Mastering SID Code (Variant 1) – IFPI L328
Mould SID Code (Variant 1) – IFPI 50EE
Matrix / Runout (Variant 2) – DIDX-248913 1 A01
Mastering SID Code (Variant 2) – IFPI L328
Mould SID Code (Variant 2) – IFPI 50D8
Rights Society – BMI
Barcode (String [UPC]) – 886977099724
Matrix / Runout (Variant 1) – DIDX-248913 1
Mastering SID Code (Variant 1) – IFPI L328
Mould SID Code (Variant 1) – IFPI 50EE
Matrix / Runout (Variant 2) – DIDX-248913 1 A01
Mastering SID Code (Variant 2) – IFPI L328
Mould SID Code (Variant 2) – IFPI 50D8
Rights Society – BMI