- Rick Danko
: bass, vocals
- Levon Helm
: drums, mandolin, upright bass, vocals
- Garth Hudson
: organ, piano, tenor and baritone saxophones
- Richard Manuel
: piano, drums, organ, slide guitar, vocals
- Robbie Robertson
: guitars, piano
- Allen Toussaint: brass arrangements on "Life Is a Carnival", keyboards
- Van Morrison
: vocals on "4% Pantomime"
- Libby Titus: backing vocals on "The River Hymn"
- The Band
- Mark Harman: engineer
- Shawn R. Britton: mastering
- Bob Cato: concept, design
- Gilbert Stone: artwork, cover art
- Richard Avedon: liner photo
Recorded and mixed at Bearsville Sound Studio, Bearsville, New York.
Tracks 12-16: bonus tracks listing from 2000 re-release.