"A shy British teacher looks back nostalgically at his long career, taking note of the people who touched his life."
Robert Donat
as Charles Edward Chipping aka 'Mr. Chips'
Greer Garson
as Katherine 'Kathy'
Terry Kilburn
as John Colley / Peter Colley I / Peter Colley II / Peter Colley III
John Mills
as Peter Colley as a Young Man
Paul Henreid
as Max Staefel
Judith Furse
as Flora
Lyn Harding
as Dr. John Hamilton Wetherby
Milton Rosmer
as Chatteris
Frederick Leister
as Marsham
Louise Hampton
as Mrs. Wickett
Austin Trevor
as Ralston
David Tree
as Jackson
Edmund Breon
as Colonel Morgan
Jill Furse
as Helen Colley
Scott Sunderland
as Sir John Colley
Leonard Boucher
as (uncredited)
Henry Caine
as Bit Role (uncredited)
David Croft
as Greengrocer's Boy Perkins (uncredited)
Leo de Pokorny
Clive Dunn
as Youth (uncredited)
Cyril Frankel
as Schoolboy Extra (uncredited)
Peter Gawthorne
as Army General (uncredited)
Dane Gordon
as Cast Member (uncredited)
Martita Hunt
as British Tourist on Bicycle (uncredited)
Simon Lack
as Wainwright (uncredited)
John Longden
as Raven (uncredited)
Patrick Ludlow
Guy Middleton
as McCulloch (uncredited)
Phyllis Morris
Cyril Raymond
as Teacher (uncredited)
J.H. Roberts
as Doctor (uncredited)
Michael Shepley
Nigel Stock
as John Forrester (uncredited)
Ronald Ward
Caven Watson
Sam Wood
Director
R.C. Sherriff
Screenplay
Claudine West
James Hilton
Novel
E.M. Smedley-Aston
Assistant Director
Charles Frend
Editor
Alfred Junge
Art Direction
Victor Saville
Producer
C. C. Stevens
Sound
A.W. Watkins
Harold Boxall
Production Manager
Freddie Young
Director of Photography
Jack Dawn
Makeup Artist
Richard Addinsell
Original Music Composer
Louis Levy
Music Director
Eric Maschwitz
Sidney Franklin
Thanks
Irving Thalberg