Side one
1. "Time Ran Out On You"
2. "Where Did We Go Wrong"
3. "You Win, I Lose"
4. "More Than I Can Say"
5. "Millionaire"
Side two
1. "Once In A While"
2. "Living In A Fantasy"
3. "She's Not Coming Back"
4. "Let Me Know"
5. "Only Foolin'"