| Office | Name | Date | Notes |
Prime Minister, First Lord of the Treasury and Leader of the House of Commons | Sir Robert Peel, Bt | 30 August 1841 – 29 June 1846 | resigned 6 December 1845 and resumed 20 December 1845 |
| Chancellor of the Exchequer | Henry Goulburn | 4 September 1841 | |
| Parliamentary Secretary to the Treasury | Sir Thomas Fremantle, Bt | 8 September 1841 | |
| John Young | 21 May 1844 |
| Financial Secretary to the Treasury | Sir George Clerk, Bt | 8 September 1841 | |
| Edward Cardwell | 4 February 1845 |
| Junior Lords of the Treasury | James Milnes Gaskell | 6 September 1841 – 11 March 1846 | |
| Henry Bingham Baring | 6 September 1841 – 27 June 1846 |
| Alexander Perceval | 6 September 1841 – 16 September 1841 |
| Alexander Pringle | 6 September 1841 – 26 April 1845 |
| John Young | 16 September 1841 – 21 May 1844 |
| Lord Arthur Lennox | 21 May 1844 – 8 August 1845 |
| William Forbes Mackenzie | 26 April 1845 – 11 March 1846 |
| William Cripps | 8 August 1845 – 27 June 1846 |
| Hon. Swynfen Carnegie | 11 March 1846 – 27 June 1846 |
| Ralph Neville | 11 March 1846 – 27 June 1846 |
| Lord Chancellor | The Lord Lyndhurst | 3 September 1841 | |
| Lord President of the Council | The Lord Wharncliffe | 3 September 1841 | |
| The Duke of Buccleuch | 21 January 1846 |
| Lord Privy Seal | The Duke of Buckingham and Chandos | 3 September 1841 | |
| The Duke of Buccleuch | 2 February 1842 |
| The Earl of Haddington | 21 January 1846 |
| Secretary of State for the Home Department | Sir James Graham, Bt | 3 September 1841 | |
| Under-Secretary of State for the Home Department | John Manners-Sutton | 3 September 1841 | |
| Secretary of State for Foreign Affairs | The Earl of Aberdeen | 3 September 1841 | |
| Parliamentary Under-Secretary of State for Foreign Affairs | The Viscount Canning | 4 September 1841 | |
| George Smythe | 27 January 1846 |
| Secretary of State for War and the Colonies | Lord Stanley | 3 September 1841 | |
| William Ewart Gladstone | 23 December 1845 |
| Under-Secretary of State for War and the Colonies | George William Hope | 8 September 1841 | |
| The Lord Lyttelton | 8 January 1846 |
| First Lord of the Admiralty | The Earl of Haddington | 6 September 1841 | |
| The Earl of Ellenborough | 8 January 1846 |
| First Secretary of the Admiralty | Sidney Herbert | 10 September 1841 | |
| Henry Lowry-Corry | 4 February 1845 |
| Civil Lord of the Admiralty | Henry Lowry-Corry | 6 September 1841 | |
| Henry Fitzroy | 10 February 1845 |
| President of the Board of Control | The Lord Ellenborough | 4 September 1841 | created Earl of Ellenborough 22 October 1844 |
| The Lord Fitzgerald | 23 October 1841 | |
| The Earl of Ripon | 17 May 1843 |
| Joint Secretaries of the Board of Control | James Emerson Tennent | 8 September 1841 – 5 August 1845 | |
| Bingham Baring | 8 September 1841 – 17 February 1845 |
| Viscount Jocelyn | 17 February 1845 – 27 June 1846 |
| Viscount Mahon | 5 August 1845 – 27 June 1846 |
| Chancellor of the Duchy of Lancaster | Lord Granville Somerset | 3 September 1841 | entered the Cabinet May 1844 |
| Paymaster-General | Sir Edward Knatchbull, Bt | 8 September 1841 | |
| Bingham Baring | 1 March 1845 |
Minister without Portfolio and Leader of the House of Lords | The Duke of Wellington | 3 September 1841 | |
| President of the Board of Trade | The Earl of Ripon | 3 September 1841 | |
| William Ewart Gladstone | 15 May 1843 |
| The Earl of Dalhousie | 5 February 1845 |
| Vice-President of the Board of Trade | William Ewart Gladstone | 3 September 1841 | |
| The Earl of Dalhousie | 10 June 1843 |
| Sir George Clerk, Bt | 5 February 1845 |
| Secretary at War | Sir Henry Hardinge | 4 September 1841 | |
| Sir Thomas Fremantle, Bt | 17 May 1844 |
| Sidney Herbert | 4 February 1845 | entered the Cabinet May 1845 |
| First Commissioner of Woods and Forests | Earl of Lincoln | 16 September 1841 | entered the Cabinet February 1845 |
| The Viscount Canning | 2 March 1846 | |
| Chief Secretary for Ireland | Lord Eliot | 6 February 1841 | |
| Sir Thomas Fremantle, Bt | 1 February 1845 |
| Earl of Lincoln | 14 February 1846 |
| Lord Lieutenant of Ireland | The Earl de Grey | 11 September 1841 | |
| The Lord Heytesbury | 17 July 1844 |
| Master of the Mint | William Ewart Gladstone | 9 September 1841 | |
| Sir George Clerk, Bt | 12 February 1845 |
| Master-General of the Ordnance | Sir George Murray | 9 September 1841 | |
| Surveyor-General of the Ordnance | Jonathan Peel | 9 September 1841 | |
| Clerk of the Ordnance | Henry George Boldero | 9 September 1841 | |
| Lord Arthur Lennox | 7 August 1845 |
| Storekeeper of the Ordnance | Francis Robert Bonham | 9 September 1841 | |
| Sir Thomas Hastings | 25 July 1845 |
| Postmaster-General | Viscount Lowther | 9 September 1841 | succeeded as 2nd Earl of Lonsdale 19 March 1844 |
| The Earl of St Germans | 30 December 1845 | |
| Attorney General | Sir Frederick Pollock, Bt | 6 September 1841 | |
| Sir William Webb Follett | 15 April 1844 |
| Sir Frederic Thesiger | 29 June 1845 |
| Solicitor General | Sir William Webb Follett | 6 September 1841 | |
| Sir Frederic Thesiger | 29 June 1844 |
| Sir Fitzroy Kelly | 17 July 1845 |
| Judge Advocate General | John Iltyd Nicholl | 8 September 1841 | |
| James Stuart-Wortley | 24 January 1846 |
| Lord Advocate | Sir William Rae, Bt | 4 September 1841 | |
| Duncan McNeill | 26 October 1842 |
| Solicitor General for Scotland | Duncan McNeill | 9 September 1841 | |
| Adam Anderson | 8 November 1842 |
| Attorney General for Ireland | Francis Blackburne | 23 September 1841 | |
| Thomas Cusack-Smith | 10 November 1842 |
| Richard Wilson Greene | 2 February 1846 |
| Solicitor General for Ireland | Edward Pennefather | 23 September 1841 | |
| Joseph Devonsher Jackson | 10 November 1841 |
| Thomas Cusack-Smith | 21 September 1842 |
| Richard Wilson Greene | 1 November 1842 |
| Abraham Brewster | 2 February 1846 |
| Lord Steward of the Household | The Earl of Liverpool | 3 September 1841 | |
| Lord Chamberlain of the Household | The Earl De La Warr | 8 September 1841 | |
| Vice-Chamberlain of the Household | Lord Ernest Bruce | 7 September 1841 | |
| Master of the Horse | The Earl of Jersey | 4 September 1841 | |
| Treasurer of the Household | Earl Jermyn | 9 September 1841 | |
| Comptroller of the Household | George Dawson-Damer | 9 September 1841 | |
| Captain of the Gentlemen-at-Arms | The Lord Forester | 8 September 1841 | |
| Captain of the Yeomen of the Guard | The Marquess of Lothian | 8 September 1841 | |
| The Earl of Beverley | 15 January 1842 |
| Master of the Buckhounds | The Earl of Rosslyn | 10 September 1841 | |
| Chief Equerry and Clerk Marshal | Lord Charles Wellesley | 10 September 1841 | |
| Mistress of the Robes | Duchess of Buccleuch | 10 September 1841 | |
| Lords in Waiting | Marquess of Ormonde | 10 September 1841 – 27 June 1846 | |
| The Earl of Warwick | 10 September 1841 – 27 June 1846 |
| The Earl of Morton | 10 September 1841 – 27 June 1846 |
| The Earl of Hardwicke | 10 September 1841 – 31 January 1846 |
| The Lord Rivers | 10 September 1841 – 27 June 1846 |
| The Viscount Hawarden | 15 September 1841 – 27 June 1846 |
| The Lord Glenlyon | 31 January 1846 – 27 June 1846 |