A1 – Changes
A2 – Oh! You Pretty Things
A3 – Eight Line Poem
A4 – Life On Mars?
A5 – Kooks
A6 – Quicksand
B1 – Fill Your Heart
B2 – Andy Warhol
B3 – Song For Bob Dylan
B4 – Queen Bitch
B5 – The Bewlay Brothers

Manufactured by Pye Ltd., Auckland, NZ.

This first issue used a retouched and cropped version of the back cover design on both sides of the sleeve (including credit for George Underwood for the absent front cover artwork). Single, matt sleeve with pinched spine and lyric insert.

Side 2, track 3 credited to ‘David Bowi’ on the label.