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                            BABYLON 5

BRUCE BOXLEITNER                as      Captain John Sheridan
CLAUDIA CHRISTIAN               as      Commander Susan Ivanova
JERRY DOYLE                     as      Security Chief Michael Garibaldi
MIRA FURLAN                     as      Delenn

                          Also Starring
RICHARD BIGGS                   as      Dr. Stephen Franklin
BILL MUMY                       as      Lennier
JASON CARTER                    as      Marcus Cole
STEPHEN FURST                   as      Vir
JEFF CONAWAY                    as      Zack Allan

PETER JURASIK                   as      Londo

ANDREAS KATSULAS                as      G'Kar

        Created by                      J. MICHAEL STRACZYNSKI

[production credits]

                        "MATTERS OF HONOR"

                          GUEST STARRING
TUCKER SMALLWOOD                as      David Endawi
ED WASSER                       as      Morden

        Production Designer             JOHN IACOVELLI
        Director of Photography         JOHN C. FLINN, III A.S.C.
        Conceptual Consultant           HARLAN ELLISON
        Produced by                     JOHN COPELAND
        Written by                      J. MICHAEL STRACZYNSKI
        Directed by                     KEVIN G. CREMIN

[end credits]

        Executive Producer              DOUGLAS NETTER
        Executive Producer              J. MICHAEL STRACZYNSKI

[closing credits]

        Associate Producer              GEORGE JOHNSEN

NILS ALLEN STEWART              as      Large Man

ARDWIGHT CHAMBERLAIN                    Kosh
JONATHAN CHAPMAN                        Drazi Pilot
KITTY SWINK                             Senator
ANDREW WALKER                           Psi Cop

        Music by                        CHRISTOPHER FRANKE
        Music Performed by              CHRISTOPHER FRANKE
                                            THE BERLIN
                                          SYMPHONIC FILM

        Unit Production Manager         SKIP BEAUDINE
        1st Assistant Director          PAMELA EILERSON
        2nd Assistant Director          DOUGLAS CORRING

        Casting by                      FERN CHAMPION, C.S.A.
                                        MARK PALADINI, C.S.A.

        Costume Designer                ANN BRUICE ALING

        Visual Effects Designed by      RON THORNTON

        Visual Effects Produced by      FOUNDATION IMAGING
        Computer Imaging Supervisor     PAUL BEIGLE-BRYANT
        Visual Effects Producer         SHANNON CASEY
     On Set Visual Effects Supervisor   TED RAE
        Matte Artist                    ERIC CHAUVIN

        Senior Computer Animators       ADAM "MOJO" LEBOWITZ
                                        JOHN TESKA
        Composite 2D Animator           SHERRY HITCH
        System Engineer                 STEVE PUGH

    Series Make-up Effects Created by   OPTIC NERVE STUDIOS
                                        JOHN VULICH

        Make-up Effects Artists         GREG FUNK
                                        WILL HUFF
                                        FIONAGH CUSH
        Make-up Effects Supervisor      MARK GARBARINO
        Make-up Effects Sculptor        JOHN WHEATON

        Art Director                    ROLAND G. ROSENKRANZ
        Set Decorator                   ALEXANDRA RUBINSTEIN
        Property Master                 MARK-LOUIS WALTERS
        Graphic Artist                  ALAN KOBAYASHI
        Construction Coordinator        CURTIS LASETER

        Costume Supervisor              KIM M. HOLLY
        Key Costumer                    LINDA HUSE
        Key Make-up Artist              CINZIA ZANETTI
        Assistant Hair & Make-up        KIM M. FERRY
        Key Hairstylist                 TRACI SMITHE

        Camera Operator                 PETER B. KOWALSKI
        1st Assistant Camera            WALLY SWEETERMAN
        Gaffer                          "THE" JOHN SMITH
        Key Grip                        JOHN WARNER
        Best Boy Electric               DAVID H. NEALE
        Best Boy Grip                   BRUCE CAROTHERS

        2nd 2nd Assistant Director      JAMES A. DENNETT, II
        Special Effects by              ULTIMATE EFFECTS
        Special Effects Supervisor      PAUL SOKOL
        Stunt Coordinator               KERRY ROSSALL

        Sound Mixer                     LINDA COFFEY
        Sound Designer                  PAUL MENICHINI
        Sound Effects Editor            MICHAEL MOSER
        Re-recording Mixers             TERRY O'BRIGHT, C.A.S.
                                        KEITH ROGERS
        Sound Supervisor                ROBERT PARIGI

        Editor                          SUZANNE STERNLICHT
        First Assistant Editor          KATHIE BURR
        Assistant Editor                JASON NETTER
        Apprentice Editor               JOHN BURRIS
        Post Production Supervisor      SUSAN NORKIN

        Production Coordinator          CHRIS O'CONNOR
        Script Supervisor               HALEY McLANE
        Production Accounting
            Services Provided by        OBERMAN, TIVOLI & MILLER, LTD.
        Production Accountant           MIKE HOOVER

        Script Coordinator              CAROL HENRY
    Executive Producers' Assistants     TRACIE ESPARZA
                                        JOANNE HIGGINS
        Producer's Assistant            E.J. KAVOUNAS
        Special Effect
            Contact Lens Consultant     JONATHAN GORDING, O.D.

            Filmed with PANAVISION(R) Cameras & Lenses

                         Lightwave 3D(R)
                     Furnished by NewTek, Inc.

                             Color by
                    Electronic Laboratory(TM)
                        MEDIA CORPORATION

                 Digital Sound & Re-Recording by
                           EFX SYSTEMS

                      DD DOLBY SURROUND(TM)

              Lighting & Grip Equipment Supplied by

          "Babylon 5" Soundtrack Album is available from
                       Sonic Images Records

            This motion picture is protected under the
               laws of the United States of America
              and other countries.  Any unauthorized
          duplication, copying, distribution, exhibition
           or use may result in civil liability and/or
                      criminal prosecution.

                Copyright (c) 1995 PTN CONSORTIUM
                       ALL RIGHTS RESERVED

                   Country of first publication
                     United States of America

               PTN Consortium is the author of this
             film/motion picture for the purposes of
            Article 15 (2) of the Berne Convention and
             all national laws giving effect thereto.

                     Production Number - 301

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Last update: November 13, 1995