All songs written by Babyface except "This Is How It Works" (Babyface/Lisa Lopes), "And I Gave My Love To You" (Babyface/Sonja Marie), "Count On Me" (Babyface/Whitney Houston/Michael Houston) and "My Funny Valentine" (Richard Rodgers/Lorenz Hart).

"Exhale (Shoop Shoop)," written by Babyface, won a 1997 Grammy Award for Best R&B Song.

WAITING TO EXHALE was nominated for 10 additional Grammys. The album was nominated for Album Of The Year, and "Exhale (Shoop Shoop)" was also nominated for Song Of The Year and Best Song Written Specifically For A Motion Picture Or For Television.

"Sittin' Up In My Room," another Babyface composition, was also nominated for Best R&B Song. "It Hurts Like Hell," also by Babyface, and "Count On Me," by Babyface, Michael Houston and Whitney Houston, were also nominated for Best Song Written Specifically For A Motion Picture Or For Television.

Whitney Houston & CeCe Winans' performance of "Count On Me" was nominated for Best Pop Collaboration With Vocals. "Not Gon' Cry" (Mary J. Blige), "Sittin' Up In My Room" (Brandy) and "Exhale (Shoop Shoop)" (Whitney Houston) were all nominated for Best Female R&B Vocal Performance.

Just as the film version of Terry McMillan's novel WAITING TO EXHALE explores the relationship between four African-American women, the Kenneth "Babyface" Edmonds-produced soundtrack features only the female rulers of the Black Music charts. As a