Starring
| Liam Neeson | Qui-Gon Jinn |
| Ewan McGregor | Obi-Wan Kenobi |
| Natalie Portman | Queen Padmé Amidala |
| Jake Lloyd | Anakin Skywalker |
| Pernilla August | Shmi Skywalker |
| Frank Oz | Yoda (voice) |
| Ian McDiarmid | Senator Palpatine/Darth Sidious |
| Oliver Ford Davies | Governor Sio Bibble |
| Hugh Quarshie | Captain Panaka |
| Ahmed Best | Jar Jar Binks (voice) |
| Anthony Daniels | C-3PO |
| Kenny Baker | R2-D2 |
| Terence Stamp | Chancellor Finis Valorum |
| Brian Blessed | Boss Nass |
| Andrew Secombe | Watto |
| Ray Park | Darth Maul |
| Lewis Macleod | Sebulba (voice) |
| Steven Spiers | Captain Tarpals |
| Silas Carson | Viceroy Nute Gunray/Ki-Adi-Mundi/Lott Dodd/Radiant VII Pilot |
| Ralph Brown | Ric Olié |
| Celia Imrie | Fighter Pilot Bravo 5 |
| Benedict Taylor | Fighter Pilot Bravo 2 |
| Karol Cristina da Silva | Rabé |
| Clarence Smith | Fighter Pilot Bravo 3 |
| Samuel L. Jackson | Mace Windu |
| Dominic West | Palace Guard |
| Liz Wilson | Eirtaé (as Friday 'Liz' Wilson) |
| Candice Orwell | Yané |
| Sofia Coppola | Saché |
| Keira Knightley | Sabé |
| Bronagh Gallagher | Radiant VII Captain |
| John Fensom | TC-14 |
| Greg Proops | Beed (voice) |
| Scott Capurro | Fode (voice) |
| Margaret Towner | Jira |
| Dhruv Chanchani | Kitster |
| Oliver Walpole | Seek |
| Jenna Green | Amee |
| Megan Udall | Melee |
| Hassani Shapi | Eeth Koth |
| Gin Clarke | Adi Gallia (as Gin) |
| Khan Bonfils | Saesee Tiin |
| Michelle Taylor | Yarael Poof |
| Michaela Cottrell | Even Piell |
| Dipika O'Neill Joti | Depa Billaba |
| Phil Eason | Yaddle |
| Mark Coulier | Aks Moe |
| Katherine Smee | Yoda Puppeteer (as Kathy Smee) |
| Donald Austen | Yoda Puppeteer (as Don Austen) |
| David Greenaway | Yoda Puppeteer |
| Lindsay Duncan | TC-14 (voice) |
| Peter Serafinowicz | Darth Maul (voice) |
| James Taylor | Rune Haako (voice) |
| Chris Sanders | Daultay Dofine (voice) |
| Toby Longworth | Senator Lott Dodd (voice) |
| Marc Silk | Aks Moe (voice) |
| Tyger | Tey How (voice) |
| rest of cast listed alphabetically | |
| Amy Allen | Twi'Lek Senatorial Aide (DVD deleted scenes) (uncredited) |
| Jerome Blake | Rune Haako/Mas Amedda/Oppo Rancisis/Orn Free Taa (uncredited) |
| Michonne Bourriague | Aurra Sing (uncredited) |
| Ben Burtt | Naboo Courier (uncredited) |
| Doug Chiang | Flag Bearer (uncredited) |
| Rob Coleman | Podrace Spectator (uncredited) |
| Roman Coppola | Senate Guard (uncredited) |
| Warwick Davis | Wald/Podrace Spectator/Mos Espa Citizen (uncredited) |
| C. Michael Easton | Podrace Spectator (uncredited) |
| John Ellis | Podrace Spectator (uncredited) |
| Ira Feiedman | Naboo Courier (uncredited) |
| Joss Gower | Naboo Fighter Pilot (uncredited) |
| Ray Griffiths | GONK Droid (uncredited) |
| Nathan Hamill | Podrace Spectator/Naboo Palace Guard (uncredited) |
| Nifa Hindes | Ann Gella (uncredited) |
| Nishan Hindes | Tann Gella (uncredited) |
| John Knoll | Lt. Rya Kirsch (Bravo 4), Flag Bearer (uncredited) |
| Madison Lloyd | Princess Ellie (uncredited) |
| Dan Madsen | Kaadu Handler (uncredited) |
| Rick McCallum | Naboo Courier (uncredited) |
| Alan Ruscoe | Plo Koon (uncredited) |
| Steve Sansweet | Naboo Courier (uncredited) |
| Jeff Shay | Podrace Spectator (uncredited) |
| Christian Simpson | Bravo 6 (uncredited) |
| Paul Martin Smith | Naboo Courier (uncredited) |
| Danny Wagner | Mawhonic (uncredited) |
| Dwayne Williams | Naboo Courier (uncredited) |
| Matthew Wood | Bib Fortuna (uncredited) |
| Bob Woods | Naboo Courier (uncredited) |