- Produced by Ron Dante and Barry Manilow
- Barry's Band: Barry Manilow (Piano), Alan Axelrod (Keyboards), Sid McGinnis (Guitar), Steve Donaghey (Bass), Lee Gurst (Drums & Percussion)
- Studio Musicians: Charlie Brown (Guitar), Jimmy Maeulen (Congas, Bongos, Shakers)
- Background Vocals by The Flashy Ladies (Debra Byrd, Ramona Brooks, Lorraine Mazzola), Ron Dante, Barry Manilow
- Rhythm tracks arranged by Barry Manilow
- Special Thanks to Miles Lourie, Dick Fox, Bette for showing me "Tryin' To Get The Feeling Again", Norrie Kline, Dinorah Rudolph, Patrick Elliot, Jerry Sosnick, Carroll Music Instrument Rental, Richard DiOrio, and of course, Linda and Bagel
- Extra special thanks to my great band, my fabulous girls, and the men who help to put my stage show together - Michael Newton-Brown, Peter Scher, Fred Penna and John Venable
- Extra, extra special thanks to my new friend Clive Davis for his genius and encouragement
- Dedicated with gratitude to the entire Arista Staff
- Recorded (with pleasure) at Media Sound Studios, NYC
- Engineered by Michael Delugg
- 50th Anniversary Limited Edition vinyl release due 7/7/2023
- Re-issued (Expanded Edition) CD (Arista/GRP 82876 812352, 5/9/2006) includes bonus tracks "I'll Make You Music [2:34]" and "Marry Me A Little [3:39]"
- Remastered (Manilow Master) CD (1998) includes bonus track "Marry Me A Little [3:38]"
- 24-BIT DIGITAL MASTERING FROM THE ORIGINAL MASTER TAPES: 1998
Remastered by Robert Vosgien at Tower Mastering/Capitol Studios, Hollywood, CA (Arista 07822-19040-2)
This album was a landmark in my career. After the unexpected explosion of success from "Mandy" on the previous album, my co-producer Ron Dante and engineer Michael DeLugg went back into the studio to make the follow-up album. Instead of feeling pressure to top the previous album, all I could feel was excitement. I got to use my own band, augmented by the best New York studio musicians and arrangers. It was a dream come true for me. Everyone's work on this one was of the highest quality. The experience alone would have been enough, but having "I Write The Songs," by Bruce Johnston, emerge as a number one record was the icing on the cake. Thanks to Clive Davis for discovering this career-making song. The bonus cut on this reissue is a real odd choice. It's called "Marry Me A Little." It's a song that was cut from the Broadway production of Stephen Sondheim's groundbreaking musical, Company (which I saw 17 times from the standing room only section at the Alvin Theatre in New York!). We cut it from this album, too, but I always regretted it because it's such a fantastic song. Barry Manilow (1998)
- "New York City Rhythm", 1975 Kamikazee Music Corp. BMI;
Strings arranged by Norman Harris;
Recorded at Sigma Sound Studios, Philadelphia, PA
- "Tryin' To Get The Feeling Again", 1974 Warner-Tamerlane Publishing Corp. and Upward Spiral Music BMI;
Strings and horns arranged by Gerald Alters
- "Why Don't We Live Together", 1975 Chappell & Company Inc. ASCAP;
Strings arranged by Barry Manilow
- "Bandstand Boogie", 1954 Cherio Corp., BMI;
32 Voices by Barry Manilow;
Horns arranged by Arif Mardin
- "You're Leavin' Too Soon, 1975 Kamikazee Music Corp. BMI;
Pedal Steel Guitar by Sid McGinnis
- "She's A Star", 1975 Kamikazee Music Corp. BMI;
Strings and horns arrnaged by Arif Mardin
- "I Write The Songs", 1975 Artists Music Inc. ASCAP/Sunbury Music Inc.;
Strings and horns arranged by Gerald Alters
- "As Sure As I'm Standin' Here", 1975 Kamikazee Music Corp./Angeldust Music BMI;
Strings arranged by Norman Harris;
Recorded at Sigma Sound Studios, Philadelphia, PA
- "A Nice Boy Like Me", 1975 Kamikazee Music Corp. BMI;
Arranged by T.G. Conway;
Strings and horns arranged by Norman Harris;
Recorded at Sigma Sound Studios, Philadelphia, PA
- "Lay Me Down", 1974 Twentieth Century Music Corp. ASCAP;
Strings arranged by Joe Renzetti
- "Beautiful Music", 1975 Kamikazee Music Corp. BMI
- "I'll Make You Music" - Barry's Note (2006): Adrienne [Anderson] and I wrote this uplifting and joyous piece while riding on the incredible success of "Barry Manilow II." It's another one that never made it on to any album. I'm so glad it still survives. I dare you not to tap your toes!
- "Marry Me A Little" (from the Broadway Musical, "Company") - Barry's Note (2006): This is a song that was cut from the Broadway production of Stephen Sondheim's ground breaking musical, "Company" (which I saw 17 times from the Standing Room Only section at the Alvin Theater in New York!). We cut it from this album too, but I always regretted it because it's such a fantastic song.
- LP inner sleeve contains lyrics
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