| Office | Name | Date | Notes |
Prime Minister and First Lord of the Treasury | Viscount Palmerston | 12 June 1859 – 18 October 1865 | also Leader of the House of Commons |
| The Earl Russell | 29 October 1865 – 26 June 1866 | also Leader of the House of Lords 29 October 1865 – 26 June 1866 |
| Chancellor of the Exchequer | William Ewart Gladstone | 18 June 1859 | also Leader of the House of Commons 1865–1866 |
| Parliamentary Secretary to the Treasury | Henry Brand | 24 June 1859 | |
| Financial Secretary to the Treasury | Samuel Laing | 24 June 1859 | |
| Frederick Peel | 2 November 1860 |
| Hugh Childers | 19 August 1865 |
| Junior Lords of the Treasury | Edward Knatchbull-Hugessen | 24 June 1859 – 21 April 1865 | |
| Sir William Dunbar, Bt | 24 June 1859 – 21 April 1865 |
| John Bagwell | 24 June 1859 – 25 March 1862 |
| Luke White | 25 March 1862 – 2 June 1866 |
| William Patrick Adam | 21 April 1865 – 26 June 1866 |
| John Bonham Carter | 2 June 1866 – 26 June 1866 |
| John Esmonde | 2 June 1866 – 26 June 1866 |
| Lord Chancellor | The Lord Campbell | 18 June 1859 | |
| The Lord Westbury | 26 June 1861 |
| The Lord Cranworth | 7 July 1865 |
| Lord President of the Council | The Earl Granville | 18 June 1859 | also Leader of the House of Lords 18 June 1859 – 29 October 1865 |
| Lord Privy Seal | The Duke of Argyll | 18 June 1859 | |
| Secretary of State for the Home Department | Sir George Cornewall Lewis, Bt | 18 June 1859 | |
| Sir George Grey, Bt | 25 July 1861 |
| Under-Secretary of State for the Home Department | George Clive | 18 June 1859 | |
| Henry Bruce | 14 November 1862 |
| Thomas Baring | 25 April 1864 |
| Edward Knatchbull-Hugessen | 25 May 1866 |
| Secretary of State for Foreign Affairs | Lord John Russell | 18 June 1859 | created Earl Russell 30 July 1861 |
| The Earl of Clarendon | 3 November 1865 | |
| Under-Secretary of State for Foreign Affairs | The Lord Wodehouse | 19 June 1859 | |
| Austen Henry Layard | 15 August 1861 |
| Secretary of State for War | Sidney Herbert | 18 June 1859 | created Lord Herbert of Lea 15 January 1861 |
| Sir George Cornewall Lewis, Bt | 22 July 1861 | |
| The Earl de Grey and Ripon | 28 April 1863 |
| Marquess of Hartington | 16 February 1866 |
| Under-Secretary of State for War | The Earl de Grey and Ripon | 18 June 1859 | |
| Thomas Baring | 21 January 1861 |
| The Earl de Grey and Ripon | 31 July 1861 |
| Marquess of Hartington | 28 April 1863 |
| The Lord Dufferin and Clandeboye | 17 February 1866 |
| Secretary of State for the Colonies | The Duke of Newcastle | 18 June 1859 | |
| Edward Cardwell | 7 April 1864 |
| Under-Secretary of State for the Colonies | Chichester Fortescue | 18 June 1859 | |
| William Edward Forster | 25 November 1865 |
| Secretary of State for India | Sir Charles Wood, Bt | 18 June 1859 | |
| The Earl de Grey and Ripon | 16 February 1866 |
| Under-Secretary of State for India | Thomas Baring | 25 June 1859 | |
| The Earl de Grey and Ripon | 21 January 1861 |
| Thomas Baring | 31 July 1861 |
| The Lord Wodehouse | 25 April 1864 |
| Lord Dufferin and Clandeboye | 16 November 1864 |
| James Stansfeld | 17 February 1866 |
| First Lord of the Admiralty | The Duke of Somerset | 27 June 1859 | |
| First Secretary of the Admiralty | Lord Clarence Paget | 30 June 1859 | |
| Thomas Baring | 30 April 1866 |
| Civil Lord of the Admiralty | Samuel Whitbread | 27 June 1859 | |
| Marquess of Hartington | 23 March 1863 |
| James Stansfeld | 2 May 1863 |
| Hugh Childers | 21 April 1864 |
| Henry Fenwick | 22 January 1866 |
| Lord John Hay | 7 April 1866 |
| George Shaw-Lefevre | 8 May 1866 |
| Chief Secretary for Ireland | Edward Cardwell | 24 June 1859 | |
| Sir Robert Peel, Bt | 29 July 1861 |
| Chichester Fortescue | 7 December 1865 |
| Lord Lieutenant of Ireland | The Earl of Carlisle | 24 June 1859 | |
| The Lord Wodehouse | 1 November 1864 |
| Chancellor of the Duchy of Lancaster | Sir George Grey, Bt | 22 June 1859 | |
| Edward Cardwell | 25 July 1861 |
| The Earl of Clarendon | 7 April 1864 |
| vacant | 3 November 1865 |
| George Goschen | 26 January 1866 |
| President of the Poor Law Board | Thomas Milner Gibson | 24 June 1859 | |
| Charles Pelham Villiers | 9 July 1859 |
| Parliamentary Secretary to the Poor Law Board | Charles Gilpin | 28 June 1859 | |
| George Byng | 22 February 1865 |
| Postmaster-General | The Earl of Elgin | 24 June 1859 | |
| The Duke of Argyll | 11 May 1860 |
| The Lord Stanley of Alderley | 17 August 1860 |
| President of the Board of Trade | vacant | | |
| Thomas Milner Gibson | 6 July 1859 |
| Vice-President of the Board of Trade | James Wilson | 18 June 1859 | |
| William Francis Cowper | 12 August 1859 |
| William Hutt | 22 February 1860 | KCB 27 November 1865 |
| George Goschen | 29 November 1865 | |
| William Monsell | 12 March 1866 |
| Vice-President of the Committee on Education | Robert Lowe | 24 June 1859 | |
| Henry Bruce | 26 April 1864 |
| Paymaster-General | James Wilson | 18 June 1859 | |
| William Francis Cowper | 12 August 1859 |
| William Hutt | 22 February 1860 | KCB 27 November 1865 |
| George Goschen | 29 November 1865 | |
| William Monsell | 12 March 1866 |
| First Commissioner of Works | Henry Fitzroy | 18 June 1859 | |
| William Francis Cowper | 9 February 1860 |
| Attorney General | Sir Richard Bethell | 18 June 1859 | |
| Sir William Atherton | 4 July 1861 |
| Sir Roundell Palmer | 2 October 1863 |
| Solicitor General | Sir Henry Keating | 18 June 1859 | |
| Sir William Atherton | 16 December 1859 |
| Sir Roundell Palmer | 8 July 1861 |
| Sir Robert Collier | 2 October 1863 |
| Judge Advocate General | Thomas Emerson Headlam | 24 June 1859 | |
| Lord Advocate | James Moncreiff | 24 June 1859 | |
| Solicitor General for Scotland | Edward F. Maitland | 27 June 1859 | |
| George Young | 11 November 1862 |
| Attorney General for Ireland | John David Fitzgerald | June 1859 | |
| Rickard Deasy | February 1860 |
| Thomas O'Hagan | 1861 |
| James Anthony Lawson | 1865 |
| Solicitor General for Ireland | John George | June 1859 | |
| Rickard Deasy | 1859 |
| Thomas O'Hagan | February 1860 |
| James Anthony Lawson | 1861 |
| Edward Sullivan | 1865 |
| Lord Steward of the Household | The Earl of St Germans | 18 June 1859 | |
| The Earl of Bessborough | 20 January 1866 |
| Lord Chamberlain of the Household | The Viscount Sydney | 23 June 1859 | |
| Vice-Chamberlain of the Household | Viscount Castlerosse | 23 June 1859 | |
| Master of the Horse | The Marquess of Ailesbury | 24 June 1859 | |
| Treasurer of the Household | Viscount Bury | 23 June 1859 | |
| Lord Otho Fitzgerald | 8 May 1866 |
| Comptroller of the Household | Lord Proby | 23 June 1859 | |
| Captain of the Gentlemen-at-Arms | The Lord Foley | 28 June 1859 | |
| Captain of the Yeomen of the Guard | The Earl of Ducie | 28 June 1859 | |
| Master of the Buckhounds | The Earl of Bessborough | 18 June 1859 | |
| The Earl of Cork | 23 January 1866 |
| Chief Equerry and Clerk Marshal | Lord Alfred Paget | 1 July 1859 | |
| Mistress of the Robes | The Duchess of Sutherland | 22 June 1859 | |
| The Duchess of Wellington | 25 April 1861 |
| Lords in Waiting | The Earl of Caithness | 23 June 1859 – 26 June 1866 | |
| The Lord Camoys | 23 June 1859 – 26 June 1866 |
| The Lord Rivers | 23 June 1859 – 28 April 1866 |
| The Lord de Tabley | 23 June 1859 – 26 June 1866 |
| The Lord Cremorne | 23 June 1859 – 26 June 1866 |
| The Lord Methuen | 23 June 1859 – 26 June 1866 |
| The Viscount Torrington | 23 June 1859 – 27 April 1884 | (permanent) |
| The Lord Byron | 17 July 1837 – 31 March 1860 | |
| The Lord Harris | 31 March 1860 – 4 May 1863 |
| The Lord Talbot of Malahide | 4 May 1863 – 26 June 1866 |
| The Marquess of Normanby | 8 May 1866 – 26 June 1866 |
| Extra Lord in Waiting | The Lord Byron | 31 March 1860 – 3 March 1868 | |