| Minister | Portfolios |
| John Cain, MP |
|
| Robert Fordham, MP | Deputy Premier Minister for Industry, Technology and Resources |
| Evan Walker, MLC | Minister for Agriculture and Rural Affairs Minister for Planning and Environment |
| David White, MLC | Minister for Health |
| Ian Cathie, MP | Minister for Education Minister for the Arts Minister assisting the Minister for Education |
| Steve Crabb, MP | Minister for Employment and Industrial Affairs Minister for Labour Minister for Police and Emergency Services |
| Rob Jolly, MP | Treasurer |
| Race Mathews, MP | Minister for Police and Emergency Services Minister for the Arts Minister for Community Services |
| Tom Roper, MP | Minister of Transport Minister for Planning and Environment Minister for Consumer Affairs |
| Jim Simmonds, MP | Minister for Local Government |
| Neil Trezise, MP | Minister for Sport and Recreation |
| Frank Wilkes, MP | Minister for Housing Minister for Water Resources Minister for Tourism |
| Peter Spyker, MP | Minister for Ethnic Affairs Minister for Consumer Affairs Minister for Property and Services Minister assisting the Minister for Labour |
| Jim Kennan, MLC | Attorney-General Minister for Planning and Environment Minister of Transport |
| Caroline Hogg, MLC | Minister for Community Services Minister for Education |
| Joan Kirner, MLC | Minister for Conservation Minister for Forests and Lands |
| Andrew McCutcheon, MP | Minister for Water Resources Minister for Property and Services Attorney-General |
| Ronald Walsh, MP | Minister for Public Works Minister assisting the Minister for Employment and Industrial Affairs Minister assisting the Minister for Labour Minister for Housing and Construction |