| 1 | All Tomorrow's PartiesWritten-By – Lou Reed | 5:55 |
| 2 | I'll Be Your MirrorWritten-By – Lou Reed | 2:01 |
| 3 | Black Angel's Death SongWritten-By – John Cale, Lou Reed | 3:10 |
| 4 | There She Goes AgainWritten-By – Lou Reed | 2:30 |
| 5 | Run, Run, RunWritten-By – Lou Reed | 4:18 |
| 6 | Femme FataleWritten-By – Lou Reed | 2:35 |
| 7 | Venus In FursWritten-By – Lou Reed | 5:07 |
| 8 | European Son To Delmore SchwartzWritten-By – John Cale, Lou Reed, Maureen Tucker, Sterling Morrison | 7:44 |
| 9 | HeroinWritten-By – Lou Reed | 7:05 |
| 10 | I'm Waiting For The ManWritten-By – Lou Reed | 4:37 |
Torso cover with journalist Emerson superimposed on Lou Reed's face on the back cover.
This is the first pressing of late 1966 that does not include the track "Sunday Morning", which was originally not intended for release. "Sunday Morning" would later appear as a single in December of 1966 to promote the release of the album in March of the following year. Aiming to create a hit for the album, the song was added at the last minute for commercial release. Prominent use of celesta was the idea of John Cale, who noticed the instrument in the studio and impulsively decided to use it for the song.
Although the other tracks are present, they are of a different mix to the commercial release. This pressing was also produced by Andy Warhol exclusively, whereas the commercial release was not just his input.
The label on the record incorrectly credits Tom Wilson with "Sunday Morning" and it's production, but the track does not actually appear. "Heroin, Venus In Furs, I'm Waiting For The Man and European Son" were re-recorded in LA by Tom Wilson. The mix may be slightly different, but the recordings are those used on the commercial release.
The "G" in "MGS" is crossed out on Side 1 to denote that the track listing for Side 1 was to be amended.