Tracklist:

1. "I Yam What I Yam" Performed By Robin Williams (Popeye)
2. "He Needs Me" Performed Shelly Duvall (Olive Oyl)
3. "Sweet Pea's Lullaby" Performed By Robin Williams
4. "Rough House Fight" ? Studio Orchestra
5. "Din' We" Performed Robert Fortier (Bill Barnacle - the Town Drunk)
6. "Sweethaven" Performed By the Citizens of Sweet Haven
7. "Blow Me Down" Performed By Robin Williams (Popeye)
8. "Sailin'" Performed By Shelly Duvall (Olive Oyl) and Robin Williams (Popeye)
9. "It's Not Easy Being Me" Performed By Ray Walston (Poopdeck Pappy) 1
10. "He's Large" Performed Shelly Duvall (Olive Oyl) 1
11. "I'm Mean" Performed By Paul L. Smith (Bluto) 1
12. "Kids" Performed By Ray Walston (Poopdeck Pappy) 1
13. "I'm Popeye the Sailor Man" Performed By Robin Williams (Popeye) 1
14. End Title Medley ? Studio Orchestra