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Richard Hamilton as Dee Keith Campbell as Perp Becky Ann Baker as Mrs. Redgick David Cross as Morgue Attendant Mark Setrakian as Rosenberg Alien (voice) Danny DeVito as Alien on TV Monitor (uncredited) Steven Spielberg as Alien on TV Monitor (uncredited) Kent Faulcon as 1st Lt. Jake Jensen Debbie Lee Carrington as Alien Father Patricia McPherson as Spouse K (uncredited) Dionne Warwick as Alien on TV Monitor (uncredited) Isaac Mizrahi as Alien on TV Monitor (uncredited) Vincent D'Onofrio as Edgar Michael Willis as Cop in Morgue Newt Gingrich as Alien on TV Monitor (uncredited) Al Roker as Alien on TV Monitor (uncredited) Sylvester Stallone as Alien on TV Monitor (uncredited) Tony Shalhoub as Jeebs Борис Лёскин as Cook Michael Kaliski as First Contact Alien Verne Troyer as Alien Son George Lucas as Alien on TV Monitor (uncredited) Jon Gries as Van Driver Sergio Calderón as Jose Michael Goldfinger as NYPD sergeant Karen Lynn Gorney as Announcer (uncredited) Will Smith as Jay Fredric Lehne as INS agent Janus Lowell Cunningham as MiB HQ Office Worker (uncredited) Fred Newman as Aliens (voice) (uncredited) Harsh Nayyar as News Vendor Tommy Lee Jones as Kay Linda Fiorentino as Laurel Mike Nussbaum as Gentle Rosenburg Sean Whalen as Passport Officer Charles C. Stevenson Jr. as MIB Agent Bee Steve Rankin as INS Agent Brad Abrell as Worm Guy (voice) John Elsen as NYPD Sergeant (uncredited) Patrick Breen as Mr. Redgick Tim Blaney as Frank the Pug (voice) Willie C. Carpenter as Police Inspector Andy Prosky as INS Agent Tony Robbins as Alien on TV Monitor (uncredited) Barry Sonnenfeld as Alien on TV Monitor (uncredited) Siobhan Fallon Hogan as Beatrice Peter Linari as Tow Truck Driver Rip Torn as Zed Adrian Lee as Wall Street Broker (uncredited) Carel Struycken as Arquillian John Alexander as Mikey Thom Fountain as Worm Guy (voice) Drew Massey as Worm Guy (voice)

Jeff Habberstad Stunts Derek Thompson Creature Design Steve Lucescu Transportation Co-Captain Brian Smrz Stunt Coordinator Debra Zane Casting Danny Elfman Original Music Composer Van Ling Sound Designer Rick Baker Makeup Artist Gino Acevedo Painter Peter Ramsey Storyboard Artist Peter Kuran Visual Effects Denise Ream Visual Effects Producer Ken Schretzmann Assistant Editor Barry Sonnenfeld Director Kazu Hiro Sculptor Benton Jew Creature Design Laurie MacDonald Producer John Cameron First Assistant Director Donald Peterman Director of Photography Pablo Ferro Title Designer Stracy Diaz Utility Stunts John Branagan Stunts Gregg Smrz Stunt Coordinator Mary E. Vogt Costume Design David Rowden Stunts Steve Bartek Orchestrator Eric Brevig Visual Effects Supervisor, Second Unit Director Bo Welch Production Design Jacqui Lopez Visual Effects Producer Lowell Cunningham Comic Book Florian Ballhaus Camera Operator Walter F. Parkes Producer Mark De Alessandro Stunts Ed Solomon Screenplay Steven Spielberg Executive Producer Rob Coleman Animation Director Skip Lievsay Sound Re-Recording Mixer, Supervising Sound Editor Scott Farrar Visual Effects Supervisor