Down in L.A.

All tracks composed by Mike Brewer and Tom Shipley, except where indicated

Side A

1. "Truly Right" (Mike Brewer) – 2:46
2. "She Thinks She's a Woman" – 3:26
3. "Time and Changes" (Tom Shipley) – 2:05
4. "Small Town Girl" – 2:10
5. "I Can't See Her" – 2:50
6. "Green Bamboo" – 3:10

Side B

1. "An Incredible State of Affairs" – 3:10
2. "Keeper of the Keys" – 3:24
3. "Love, Love" (Brewer & Shipley, Keith Brewer) – 3:12
4. "Dreamin' in the Shade" – 2:10
5. "Mass for M'Lady" – 3:17

• Mike Brewer – vocals, guitars, percussion
• Tom Shipley – vocals, guitars, percussion
• Nick DeCaro – strings, horns
• Jim Gordon – drums
• Hal Blaine – drums
• Milt Holland – percussion
• Lyle Ritz – bass
• Jim Messina – bass
• Joe Osborn – bass
• Russell Bridges – electric piano, organ
• Mike Melvoin – organ
• Lance Wakely – electric guitar, harp