With the release of the remastered super audio CDs (SACD) of the Stones ABCKO catalog (which includes all the early Decca/London material), there is now mass confusion about the Out Of Our Heads releases. Allow me to clarify for you:

There are 3 Out Of Our Heads Releases (all were released with lower case titles):
July 30, 1965 - U.S. London Records vinyl out of our heads
(the heads cover with Keith at center)
September 24, 1965 - U.K. Decca Records vinyl out of our heads
(the hallway cover with Brain at front)
December 3, 1965 - U.S. London Records vinyl december's children (and everybody's)
(the hallway cover with Brain at front)

This new remastered SACD is the September 24, 1965 U.K. Decca Records vinyl Out Of Our Heads release. This version of Out Of Our Heads added She Said Yeah, Talkin' Bout You, Oh Baby, Heart Of Stone, and I'm Free. The UK release did not include the following tracks that were on the U.S. release: The Last Time, I'm All Right, Satisfaction, Play With Fire, Spider And The Fly, and One More Try. It was the first UK stereo release - actually reprocessed simulated stereo - and used the same cover that would be used for the U.S. December's Children cover.

Note: ABCKO acquired the Stones' catalog when Allen Klein became their manager in the 70s. The resulting legal battles produced releases that the Stones opposed (they took out full page adds asking fans not to buy them), including the controversial Metamorphosis releases (which are now available on CD for the 1st time ever). But the sad fact is that the Stones lost control of their great early material. With these remastered SACD releases, we at last have some idea of what they really sounded like in the studio. I guess if we had these 40 years ago they would have ended up Greatest Rock And Roll Band in the Universe instead of just our tiny little World.

You must buy all 3 releases to get all the tracks, although if you bought the 2 U.S. releases + the earlier U.S. release The Rolling Stones, Now! you would get everything on this U.K. Out Of Our Heads release.

Here is a listing of which tracks are on which release:
U.S. Out Of Our Heads tracks
.....The Last Time
.....I'm All Right
.....Satisfaction
.....Play With Fire
.....The Spider And The Fly
.....One More Try
U.S. Out Of Our Heads & U.K. Out Of Our Heads tracks
.....Mercy Mercy
.....Hitch Hike
.....That's How Strong My Love Is
.....Good Times
.....Cry To Me
.....The Under Assistant West Coast Promotion Man
U.K. Out Of Our Heads tracks
.....Oh, Baby (we got a good thing going)
.....Heart Of Stone
U.K. Out Of Our Heads & U.S. December's Children tracks
.....She Said Yeah
.....Gotta Get Away
.....Talkin' `Bout You
U.S. December's Children tracks
.....I'm Free
.....You Better Move On
.....Look What You've Done
.....The Singer Not The Song
.....Route 66
.....Get Off Of My Cloud
.....As Tears Go By
.....Blue Turns To Grey
.....I'm Moving On

The U.K. Out Of Our Heads tracks were recorded during 1964-5 as follows:

1964: Oct 27 - Nov 2 at RCA Studios in Hollywood
.....Hitch Hike
.....Oh Baby (we got a good thing going)
.....Heart Of Stone
May 10, 1965 at Chess Studios in Chicago
.....That's How Strong My Love Is
.....Mercy, Mercy
.....Under Assistant West Coast Promotion Man
May 11-12, 1965 at RCA Studios in Hollywood
.....Good Times
.....Cry To Me
Sep 6-7, 1965 at RCA Studios in Hollywood
.....I'm Free
.....She Said Yeah
.....Gotta Get Away

This information comes from "It's Only Rock And Roll: The Ultimate Guide To The Rolling Stones" by Karnbach and Bernson and from my own collection.

Granted, this version doesn't have the group's biggest hits, but it flows together nicely, with the soul covers and "She Said Yeah" brought together on the same CD, plus such fine originals as "Gotta Get Away" and "I'm Free." While he is no Otis Redding, the young Mick Jagger brings passion and personality to the proceedings here, and the other members can more than hold their own with Booker T and the MGs, even without horns. (And with them, they went on to give us _Sticky Fingers_ and _Exile on Main St._.) The consistent excellence of this early album arguably makes it better realized than either _Aftermath_, even if the latter (which relies exclusively on original material) is generally seen as the turning point for the group as albums artists.

Others might disagree, but I think that buying both the US and UK versions of this album, together with the weaker _December's Children, is completism run amok, too much redundancy for your money. Instead, I recommend simply supplementing the UK album with _Big Hits (High Tide and Green Grass)_, which will give you the stereo version of "Heart of Stone," plus the famous hits from the US _Heads_ and _December's Children_ ("The Last Time," "Satisfaction," "Get Off of My Cloud"), featured with the rest of the group's American hits up through 1966's "19th Nervous Breakdown."

Let's put it this way, this is the end or culmination of the early Stones, the final album devoted to blues and R&B covers before the middle period of original Elizabethan/Victorian/Blues/Folk/Pop/Rock. Though there are always exceptions in every period.

If you like this period, you will love this album.

Yes, there are noticeable track differences between the USA and UK versions, and, these have already been noted. You may purchase several USA CDs ('The Rolling Stones Now!', 'Out Of Our Heads', 'December's Children...') and not need to purchase this CD. But I have always preferred this track order and if you are so inclined I highly recommend this CD.

Musically, the material is strong. The original compositions show that Mick and Keith have been paying attention. It almost makes you wonder how did they come up with something as strong as 'Heart Of Stone' as if it was really written by someone much older and experienced in songwriting and life.

Technically, I don't recall this album ever being released in stereo (other than electronically reprocessed). The fact that 'Heart Of Stone' does exist in stereo implies that a stereo version of this entire collection might be created. Barring that happening, the new remaster sounds great and I have enjoyed pumping up the volume at home and in the car.

My favorites:
Have Mercy
Hitch Hike
Gotta Get Away
Talkin' 'Bout You
Heart Of Stone
The Under Assistant West Coast Promotion Man (not a B-side in the UK)
I'm Free (I very much like what I call the George Harrison inspired guitar break)

So, yes, for an album without a big hit single (as was the case for many of their early UK albums), The Stones equalled the material they showcased on another of my favorite early Stones album from the UK, 'The Rolling Stones No. 2'.

A major remastering project of this scope for a group as big as the "Stones", should be done properly. Unfortunately,it was not. This is a great album, and I was going to give it 4 stars on that alone, this review will focus on the new remastering.
The disc is all in MONO. That would be OK, if at least they told us. The quality of the record varies a little from track to track, probably due to various sources. "Heart of Stone" is available in STEREO on Hot Rocks 1. "I'm Free" is on Hot Rocks 2, but still in MONO. This info should be noted somewhere, anywhere on the discs, but is not. There is no way for the serious collector to know what version it is, until you listen. This is inexcusable, as it will require buying extra cds with alot of overlapping of songs to get the whole collection.
I am told there is misleading info on ABCKO's website that with a Super Audio player, you can hear this in 5.1. None of the discs are in 5.1 format. The SACD sounds very good on a regular player, but is noticeably better on a Super Audio player.
They could have included release and recording dates and the times of the songs as well.
Its a good thing this is a great album with improved sound and nice digipak, because the lack of info is conspicuous in its absence.

While the US has long had an album entitled "Out Of Our Heads," this marks the first legit US CD appearance of the UK version of the album (complete with Andrew Loog Oldham's portentous hipspeak liner notes, which inform us, among other things, that "in this world where minds have overtaken reason/and thought is potential treason/the only message about this new ellpee/is let's all live to enjoy it").

This isn't the best early Stones album--it lacks the raw R & B of their earlier records and instead replaces it with covers of then-recent soul hits and a handful of original songs, and Mick Jagger certainly wasn't yet up to the task of equalling the likes of Marvin Gaye. Still, there are some excellent cuts here, including "Heart Of Stone" (the best of Mick and Keith's early songs), "I'm Free," "Cry To Me" (in which Mick actually manages a little gospel hollering), and their version of Larry Williams' "She Said Yeah," one of their best opening tracks ever--a one-and-a-half-minute blast of proto metal. And if nothing else, you can note that Lou Reed outright stole the beginning of the Stones' limp arrangement of Gaye's "Hitch Hike" and used it in his (much better) song, "There She Goes Again," on the first Velvet Underground album. (The Stones themselves reused Charlie's drumroll at the beginning of "Good Times" on "What To Do," an insignificant track from the UK "Aftermath.")

Finally, this being one of ABKCO's much-hyped SACD reissues, one would expect a huge improvement in sound quality (as "Big Hits" or "Aftermath" often show), but this disc simply doesn't sound that much better on a conventional CD player than the older discs--only "She Said Yeah" and "Heart Of Stone" show much of an improvement--and someone should point out to their packaging guru that it isn't kosher to label a CD "Stereo" when it is, in fact, presented in mono from start to finish. I'm also not wild about paying full price for a CD that's a mere 29:35 long. Still, the disc is worth the investment for any serious Stones fan, if only because the track sequencing makes a lot more sense on this version of the album--and then there's "She Said Yeah."