I'm So Proud

• Deniece WillIams – lead vocals, backing vocals (6, 7)
• George Duke – electric piano (1, 4, 5, 8), synthesizers (1, 4, 5, 8), acoustic piano (5)
• Jerry Peters – keyboards (2, 6)
• George Merrill – synthesizers (2, 3, 6), backing vocals (2, 6)
• Brian Mann – keyboards (3)
• Tyrone Downie – keyboards (7)
• Michael Sembello – guitars (1, 5, 8)
• Jeff Baxter – guitars (2, 3, 6)
• Paul Jackson Jr. – guitars (2, 3, 6)
• Ronald Butler – guitars (7)
• Louis Johnson – bass (1, 4, 5, 8)
• Freddie Washington – bass (2, 3, 6)
• John "Shaun" Solomon – bass (7)
• Ricky Lawson – drums (1, 4, 5, 8)
• Denny Seiwell – drums (2, 3, 6), percussion (3)
• Errol Corwin – drums (7)
• Bob Zimmitti – percussion (2, 6)
• Paulinho da Costa – percussion (5, 8)
• Lenny Castro – percussion (6)
• Kenny Florendo – percussion (7)
• Larry McDonald – percussion (7)
• Ernie Watts – tenor saxophone (1)
• Lee Oskar – harmonica (2)
• Bill Neale – arrangements and conductor (2, 3, 6), backing vocals (2)
• Philip Bailey – backing vocals (2, 6)
• Carl Carwell – backing vocals (2, 6)
• Oren Waters – backing vocals (2, 6)
• Johnny Mathis – lead vocals (3)

Production

• Larkin Arnold – executive producer
• George Duke – producer (1, 4, 5, 8)
• Bill Neale – producer (2, 3, 6)
• Deniece WillIams – producer (2, 3, 6, 7)
• Peter Chaiken – engineer (1, 4, 5, 8)
• Tommy Vicari – recording (1, 4, 5, 8), mixing (1, 4, 5, 8)
• Don Murray – engineer (2, 3, 6), mixing (2, 3, 6)
• Kenny Florendo – engineer (7)
• Wally Traugott – mastering at Allen Zentz Mastering (San Clemente, California)
• Nancy Donald – design
• Phillip Dixon – photography