| # | Title | Artist | Rating | Length |
|---|
| 1 | Take Five | Hugo Strasser and His Hot Five | 4 | 4:38 |
| 2 | Let’s Do It | Toni Tennille | 4 | 3:46 |
| 3 | I’ve Got Five Dollars | Tony Bennett | 4 | 2:38 |
| 4 | How About You?- assistant engineer:
- Judy Kirschner
- engineer:
- Peter Doell and Leslie Ann Jones
- producer:
- John Oddo
- mixer:
- Leslie Ann Jones
- alto saxophone:
- Brad Leali (from 1997-11 until 1998-06)
- bass:
- James Leary (from 1997-11 until 1998-06)
- drums (drum set):
- Butch Miles (from 1997-11 until 1998-06)
- guitar:
- Will Matthews (from 1997-11 until 1998-06)
- reeds:
- Kenny Hing (from 1997-11 until 1998-06) and John Williams (from 1997-11 until 1998-06)
- solo tenor saxophone:
- Kenny Hing (from 1997-11 until 1998-06)
- tenor saxophone:
- Gary Foster (from 1997-11 until 1998-06)
- trombone:
- Clarence Banks (from 1997-11 until 1998-06), Bill Hughes (from 1997-11 until 1998-06), David Keim (from 1997-11 until 1998-06) and Alvin Walker II (from 1997-11 until 1998-06)
- trumpet:
- Scotty Barnhart (from 1997-11 until 1998-06), Shawn Edmonds (from 1997-11 until 1998-06), Bob Ojeda (from 1997-11 until 1998-06) and Mike Williams (from 1997-11 until 1998-06)
- woodwind:
- John Kelson (from 1997-11 until 1998-06) and Doug Miller (from 1997-11 until 1998-06)
- guest vocals:
- Barry Manilow (from 1997-11 until 1998-06)
- vocals:
- Rosemary Clooney (from 1997-11 until 1998-06)
- conductor:
- Grover Mitchell (from 1997-11 until 1998-06)
- recorded at:
- Skywalker Sound in Nicasio, California, United States (from 1997-11 until 1998-06)
- recording of:
- How About You? (from 1997-11 until 1998-06)
- lyricist:
- Ralph Freed
- composer:
- Burton Lane
- publisher:
- CBS Feist Catalog, Inc., EMI Feist Catalog Inc., EMI United Partnership Ltd., Leo Feist, Inc., フジパシフィックミュージック SBK事業部 and ヤマハミュージックエンタテインメントホールディングス
- part of:
- The 15th Academy Award for Best Original Song (number: 2)
| Rosemary Clooney and Barry Manilow | 4 | 3:07 |
| 5 | I’ve Never Been in Love Before | Michael Feinstein | 4 | 2:56 |
| 6 | On the Street Where You Live | Peter Nero, Piano | 4 | 5:00 |
| 7 | Manhattan | Tony Bennett | 4 | 3:21 |
| 8 | Poppa Don’t Preach to Me | Lena Horne | 4 | 2:20 |
| 9 | It Might as Well Be Spring | Stéphane Grappelli, His Violin and Orchestra | 2 | 3:35 |
| 10 | It’s De‐Lovely | Rosemary Clooney | 4 | 3:11 |
| 11 | Nice Work If You Can Get It | Charlie Byrd, His Guitar and Orchestra | 4 | 3:10 |
| 12 | Call Me Irresponsible | Helen Forrest with Harry James and His Orchestra | 4 | 3:09 |
| 13 | Pennies From Heaven | Mel Tormé | 4 | 4:29 |
| 14 | I Don’t Want to Walk Without You | Terry Harrington, His Clarinet and Orchestra | 4 | 3:05 |
| 15 | Mean to Me | Connie Haines | 4 | 3:33 |
| 16 | New York, New York (from “On the Town”) | Michael Feinstein | 4 | 3:41 |
| 17 | Flamingo | Max Greger, His Saxophone and Orchestra | 4 | 2:40 |
| 18 | Satin Doll | Maria Augusta | | 2:11 |
| 19 | You Took Advantage of Me | Tony Bennett | 4 | 2:19 |
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