Herbie Altman is framed for Stock fraud by his boss when the SEC starts investigating his company. Sent to prison, he helps a fellow inmate successfully invest his money. Soon all the inmates want his help. To manage all the money, he forms CON INC. and runs it from the prison under the noses of the warden and the guards. But when the IRS and SEC begin to investigate this successful company, it looks like he may be in trouble again
| Actor | Role |
|---|---|
 Robert CarradineHerbie Altman | Herbie Altman |
 Randall 'Tex' CobbWolf | Wolf |
 Malcolm McDowellWarden Tennant | Warden Tennant |
 Roddy PiperCowboy | Cowboy |
 Tony PlanaRaoul | Raoul |
| FFred TravalenaVCR | VCR |
 Ben VereenShaka | Shaka |
 Michael WinslowSly | Sly |
 Lise CutterDr. Ellen Scott | Dr. Ellen Scott |
 Michael GoodwinReggie | Reggie |
 Mickey KnoxArthur | Arthur |
 Geretta GerettaSonia | Sonia |
 Imogene CocaReggie's Mother | Reggie's Mother |
 West BuchananMuncy | Muncy |
| TTony CarrollDuke | Duke |
| LLarry ClarkNeil | Neil |
| CCarolyn De FonsecaFemale Board Member | Female Board Member |
 Robert SpaffordMale Board Member | Male Board Member |
| PPaul DeDomenicoEmilio | Emilio |
| JJulian JenkinsMalcolm | Malcolm |
| HHarold BradleyDetective | Detective |
| JJosephine KaplinSecretary | Secretary |
| EErminio Bianchi FasaniPrison Officer (uncredited) | Prison Officer (uncredited) |
| JJohn LeamerNewscaster (uncredited) | Newscaster (uncredited) |
| GGary Shuman(uncredited) | (uncredited) |
| RRobert SommerReggie (uncredited) | Reggie (uncredited) |