Contents: Bernie the Faust, by William Tenn; Fortress Ship, by Fred Saberhagen; Mr. Waterman, by Peter Redgrove; Mrs. Pigafetta Swims Well, by Reginald Bretnor; Cartoon: Tree Trunks, by John Gallagher; They Don't Make Life Like They Used To, by Alfred Bester; The Great Nebraska Sea, by Allan Danzig; The Faces Outside, by Bruce McAllister; A Slight Case of Limbo, by Lloyd Biggle, Jr.; 237 Talking Statues, Etc., by Fritz Leiber; The Jazz Machine, poem by Richard Matheson; Mourning Song, by Charles Beaumont; Cartoon: Dog Eat Dog, by Jules Feiffer; The Jewbird, by Bernard Malamud; On the Fourth Planet, by J. F. Bone; Poppa Needs Shorts, by Walt Richmond and Leigh Richmond; Double Standard, by Fredric Brown; Interview, by Frank A. Javor; Eight O'Clock in the Morning, by Ray Nelson; Where Is Everybody? essay by Ben Bova; The Earth Dwellers, by André Maurois; The Nobel Prize Winners, by W. J. J. Gordon; Hot Planet, by Hal Clement; Cartoon: IBM, by Mort Gerberg; Confessions of the First Number, by Cliff Owsley; The Ming Vase, by E. C. Tubb; A Bargain with Cashel, by Gerald Kersh; Drunkboat, by Cordwainer Smith; Summation: SF, 1963, essay by Judith Merril; Books, essay by Anthony Boucher; Honorable Mentions, essay by Judith Merril.