Steely Dan / Gaucho 1. Babylon Sisters 2. Hey Nineteen 3. Glamour Profession 4. Gaucho 5. Time Out Of Mind 6. My Rival 7. Third World Man 8.

Donald Fagen – lead vocals, backing vocals, synthesizer (2–6), electric piano (2–5), organ (6)
Walter Becker – bass (2, 4, 5), guitar (2, 5), guitar solo (4)

Randy Brecker – trumpet (1, 4, 5), flugelhorn (1, 6)
Wayne Andre – trombone (6)
Tom Scott – alto saxophone, clarinet (1); tenor saxophone (1, 3, 4, 6); Lyricon (3, 6), horn arrangement (3, 4, 6)
David Sanborn – alto saxophone (5)
Michael Brecker – tenor saxophone (3, 5, 6)
Dave Tofani – tenor saxophone (5)
Ronnie Cuber – baritone saxophone (5)
Walter Kane – clarinet (1)
George Marge – clarinet
Rob Mounsey – piano (3–5), synthesizer (7), horn arrangement (1, 5)
Don Grolnick – electric piano, Clavinet (1)
Bill Tobin – electric piano (3)
Pat Rebillot – electric piano (6)
Joe Sample – electric piano (7)
Hiram Bullock – guitar (6)
Larry Carlton – lead guitar (7)
Rick Derringer – guitar (6)
Steve Khan – guitar (1, 3, 4, 7), lead guitar (6)
Mark Knopfler – lead guitar (5)
Hugh McCracken – guitars (2, 5)
Chuck Rainey – bass (1, 7)
Steve Gadd – drums (3, 6, 7), percussion (2)
Anthony Jackson – bass (3, 6)
Rick Marotta – drums (2, 5)
Jeff Porcaro – drums (4)
Bernard Purdie – drums (1)
Errol "Crusher" Bennett – percussion (1, 4)
Victor Feldman – percussion (2)
Ralph MacDonald – percussion (3, 6)
Nicholas Marrero – percussion (6)
Michael McDonald (5), Patti Austin (1,4,5), Valerie Simpson (3–6), Frank Floyd (2,3,6), Diva Gray (1), Gordon Grody (1), Lani Groves (1), Lesley Miller (1,3–5), Zachary Sanders (2,3,6), Toni Wine (1) – backing vocals