Tracklist Hide Credits

1	Pretty Noose	4:12
2	Rhinosaur	3:14
3	Zero Chance	4:18
4	Dusty	4:34
5	Ty Cobb Mandolin, Mandolin [Mandola] – Ben Shepherd, Chris CornellPerformer [20 Seconds Preceeding] – Ben Shepherd	3:05
6	Blow Up The Outside World	5:46
7	Burden In My Hand	4:50
8	Never Named	2:28
9	Applebite Performer [Intro], Piano – Adam KasperSynthesizer [Moog] – Matt Cameron	5:10
10	Never The Machine Forever Other [Inspiration] – Greg Gilmore	3:36
11	Tighter & Tighter	6:06
12	No Attention	4:27
13	Switch Opens	3:53
14	Overfloater Electric Piano [Rhodes Piano] – Chris Cornell	5:09
15	An Unkind	2:08
16	Boot Camp	2:59

Companies, etc.

• Distributed By – Polydor
• Distributed By – Polygram
• Phonographic Copyright (p) – A&M Records, Inc.
• Copyright (c) – A&M Records, Inc.
• Published By – You Make Me Sick I Make Music
• Published By – MCA Music Publishing
• Published By – Walpurgis Night Music
• Published By – Stupidditties
• Recorded At – Studio Litho
• Recorded At – Bad Animals
• Mixed At – Bad Animals
• Mastered At – A&M Mastering Studios
• Manufactured By – Van de Steeg
• Pressed By – PMDC, Germany

Credits

• Art Direction, Design – Helix
• Bass – Ben Shepherd
• Co-producer, Engineer – Adam Kasper
• Drums, Percussion – Matt Cameron
• Engineer [Recording Assistant] – Matt Bayles, Sam Hofstedt
• Lead Guitar – Kim Thayil
• Lyrics By – Ben Shepherd (tracks: 15), Chris Cornell (tracks: 1 to 9, 11 to 14, 16), Kim Thayil (tracks: 10)
• Management – Susan Silver Management
• Mastered By – David Collins*
• Mixed By – Adam Kasper, Soundgarden
• Music By – Ben Shepherd (tracks: 3 to 5, 8, 13, 15), Chris Cornell (tracks: 1, 6, 7, 11, 12, 14, 16), Kim Thayil (tracks: 10), Matt Cameron (tracks: 2, 9)
• Photography By – Kevin Westenberg
• Photography By ["Cinema"] – Ben Marra Studios
• Photography By [Back Photo] – Ben Shepherd
• Producer – Soundgarden
• Technician [Drum Tech] – Gregg Keplinger
• Technician [Guitar Tech] – Darrell Peters
• Tracking By [ Additional Tracking Assistants] – John Burton, Tom Smurdon
• Vocals, Guitar – Chris Cornell

Notes

Recorded at Studio Litho and Bad Animals, Seattle, WA
Mixed at Bad Animals, Seattle, WA
Mastered at A&M Mastering Studios, Hollywood, CA
℗ 1996 A&M Records, Inc. © 1996 A&M Records, Inc.
Digipak® Manufactured by Van de Steeg, Holland, under license from AGI, USA

Packaging: 4 panel, clear plastic Digipak with 16-page booklet including lyrics.

Some copies have an additional sticker on the rear panel (covering the original numbers) carrying 540558.2 as Category and 0 73154 055826 as barcode

Very similar to Down On The Upside, but this one is pressed by PMDC, Germany, not France

Barcode and Other Identifiers

• Barcode: 7 31454 05262 7
• Barcode (Additional sticker): 073154055826
• Matrix / Runout: 540 526-2 01 +
• Matrix / Runout (Mould stamp): MADE IN GERMANY BY PMDC
• Matrix / Runout (Mould stamp, variant 1): F
• Matrix / Runout (Mould stamp, variant 2): A
• Mastering SID Code: IFPI L002
• Mould SID Code (Variant 1): IFPI 01F9
• Mould SID Code (Variant 2): IFPI 01F8
• Rights Society: BIEM/STEMRA
• Label Code: LC 0485
• Price Code (Boxed): PY 900
• SPARS Code: aad

Other versions

Category	Artist	Title (Format)	Label	Category	Country	Year
31454 0526 2	Soundgarden	Down On The Upside ‎(CD, Album, Dig)	A&M Records	31454 0526 2	US	1996
540 558-1	Soundgarden	Down On The Upside ‎(2xLP, Album, Ltd, Cle)	A&M Records	540 558-1	UK & Europe	1996
JPCD 2002578	Soundgarden	Down On The Upside ‎(CD, Album, RE, Unofficial)	Not On Label (Soundgarden)	JPCD 2002578	Russia	2002
540 526-4	Soundgarden	Down On The Upside ‎(Cass, Album)	PolyGram Polska	540 526-4	Poland	1996
540 526-2	Soundgarden	Down On The Upside ‎(CD, Album)	A&M Records	540 526-2	Europe	1996