Tracklist Hide Credits

A1	Watermelon Man Written-By – Hancock*	3:11
A2	That's All Written-By – Brandt*, Haymes*	3:20
A3	I Won't Cry Anymore Written-By – Frisch*, Wise*	2:22
A4	Main Theme From "Exodus" Written-By – Gold*	3:06
A5	I'll Get By (As Long As I Have You) Written-By – Ahlert*, Turk*	3:16
B1	My Kind Of Town Written-By – Cahn-Van Heusen*	2:40
B2	I'm Walkin' Written-By – Bartholomew*, Domino*	3:34
B3	Rain Or Shine Written-By – Arlen-Mercer*	2:53
B4	Volare (Nel Blu, Dipinto Di Blu) Written-By – Modugno*, Migliacci*	2:45
B5	Nobody Knows You When You're Down And Out Vocals – Leon ThomasWritten-By – Cox*	2:06
B6	Oh, Lonesome Me Written-By – Gibson*	2:59

Companies, etc.

• Record Company – MGM Records
• Record Company – Metro-Goldwyn-Mayer, Inc.
• Copyright (c) – Metro-Goldwyn-Mayer, Inc.
• Pressed By – MGM Record Manufacturing Division
• Published By – Hancock Music
• Published By – Travis Music
• Published By – United Music
• Published By – Chappell & Co.
• Published By – Fred Ahlert Music
• Published By – Cromwell Music
• Published By – Sergeant Music
• Published By – Glorste, Inc.
• Published By – Van Heusen Music
• Published By – DeSylva, Brown & Henderson
• Published By – Robbins Music
• Published By – Leeds Music
• Published By – Acuff-Rose Publications

Credits

• Arranged By – Bill Byers*
• Bass – Wyatt Bull Ruether*
• Design [Cover Design] – Michael Malatak
• Directed By [Director Of Engineering] – Val Valentine*
• Drums – Irv Cotler*, J.C. Heard
• Engineer – Eddie Brackett, Lee Herschberg
• Guitar – Freddie Green
• Liner Notes – Wally King
• Photography By – John Engstead
• Piano, Leader – Count Basie
• Producer – Teddy Reig
• Saxophone – Bobby Plater, Charlie Fowlkes, Eddie Lockjaw Davis*, Eric Dixon, Marshall Royal
• Trombone – Al Grey, Billy Hughes*, Grover Mitchell, Henderson Chambers
• Trumpet – Al Aarons, Sam Noto, Sonny Cohen*, Wallace Davenport

Notes

Drums: Irv Cotler or J.C. Heard. (as stated on back cover)

Cover:
Recorded January 13 & 14, 1965 at United Recording Studios, Hollywood, California

This record has been engineered and manufactured in accordance with standards developed by the Record Industry Association of America, Inc., a non-profit organization dedicated to the betterment of recorded music and literature.

®© Metro-Goldwyn, Inc./Printed in U.S.A.

Barcode and Other Identifiers

• Matrix / Runout (Side A label): 65-VGS-520
• Matrix / Runout (Side B label): 65-VGS-521
• Matrix / Runout (Side A runout etched): V6-8616 SiDE-1 65-VGS-520-1
• Matrix / Runout (Side B runout etched): V6-8616 SiDE-1 65-VGS-521
• Matrix / Runout (Side A&B runout stamped): Block S
• Rights Society (A1, A2, B2, B6): BMI
• Rights Society (A3 to B1, B3 to B5): ASCAP

Other versions

Category	Artist	Title (Format)	Label	Category	Country	Year
V-8616, V/V6-8616	Count Basie Orchestra	Basie Picks The Winners ‎(LP, Album, Mono)	Verve Records, Verve Records	V-8616, V/V6-8616	US	1965
SVLP 9097	Count Basie	Basie Picks The Winners ‎(LP)	Verve Records	SVLP 9097	UK	1965
V 8616 (D)	Count Basie Orchestra	Basie Picks The Winners ‎(LP)	Verve Records	V 8616 (D)	US	1965
VLP 9097	Count Basie	Basie Picks The Winners ‎(LP, Mono)	Verve Records	VLP 9097	UK	1965
V-8616, V 8616(D)	Count Basie Orchestra	Basie Picks The Winners ‎(LP, Album, Mono)	Verve Records, Verve Records	V-8616, V 8616(D)	Canada	1965

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