Francis Ford Coppola's original choice to play ganster Hyman Roth was James Cagney. He begged Cagney to take the role even visiting him at his home, but Cagney turned him down.

Castellano wanted too much money and creative control to reprise his role. His role was rewritten as a character named Frankie Pentangeli played by Michael V. Gazzo.

Some say that Elia Kazan was Francis Ford Coppola's first choice for the role of Hyman Roth. Other reports say that Paramount was considering Kazan to replace Copolla as director.

Joe Pesci was reportedly considered for the role of Clemenza.