A7	Am7	Am7/G	B+	B7	Bbm7	Bm	Bm7	Bm7-5	C
Cdim	C/B	D	D7	D9	Dm7	D/B	D/C	E7	Em
F#m7	G	G7	G/F#

Words & Music by E.Y. Harburg & Harold Arlen
Recorded by Ray Bolger, 1939, in "Over the Rainbow"


D7        G             Am7      Bm7               C
I could while away the hours conferrin' with the flowers,

    G                Am7    Bm  Bbm7
Consulting with the rain;

        C       C/B   Am7		  Am7/G     D            D/C   D/B
And my head I'd be a scratchin' while my thoughts were busy hatchin'

D7    G          Am7      Bm7    D9     D7
if I only had a brain.


D7      G           Am7       Bm7     C
I'd unravel ev'ry riddle for any individdle 

    G             Am7   Bm7 Bbm7
In trouble or in pain

          C            C/B      Am7    Am7/G    D    D/C     D/B
With the thoughts that I'd be thinkin', I could be another Lincoln

 D7   G          Am7    G    G7
if I only had a brain.


(Bridge:)

    C  Cdim               Bm7-5 E7     Am7     Dm7  D7   G   G/F#  Em
Oh, I   --   could tell you why  --  the ocean's near the shore,

         F#m7                B7           Em   B+
I could think of things I'd never thunk before,

              A7                D       D7
And then I'd sit and think some more.


D7       G              Am7        Bm7              C
I would not be just a nuffin', my head all full of stuffin',

      G                Am7    Bm7    Bbm7
My heart all full of pain;

        C   C/B    Am7     Am7/G    D   D/C    D/B
And perhaps I'd deserve you and be even worthy erv you

D7    G          Am7     Bm7    Am7     G
If I only had a brain.




No, Ray Bolger was not the only voice on the song, and yes, it does have 
two other verses as written and as performed in the movie. This is merely 
an arrangement I happen to like.