| Office | Minister | Tenure | Notes |
Prime Minister, First Lord of the Treasury and Leader of the House of Lords | Edward Smith-Stanley, 14th Earl of Derby | 23 February 1852 – 17 December 1852 | |
Chancellor of the Exchequer and Leader of the House of Commons | Benjamin Disraeli | 27 February 1852 | |
| Parliamentary Secretary to the Treasury | William Forbes Mackenzie | 2 March 1852 | |
| Financial Secretary to the Treasury | George Alexander Hamilton | 2 March 1852 | |
| Junior Lords of the Treasury | Richard Temple-Grenville, [3rd Duke of Buckingham and Chandos|Richard Temple-Grenville, Marquess of Chandos] | 28 February 1852 – 17 December 1852 | |
| Junior Lords of the Treasury | Lord Henry Lennox | 28 February 1852 – 17 December 1852 | |
| Junior Lords of the Treasury | Thomas Bateson | 28 February 1852 – 17 December 1852 | |
| Lord Chancellor | Edward Sugden, 1st Baron St Leonards | 27 February 1852 | |
| Lord President of the Council | William Lowther, 2nd Earl of Lonsdale | 27 February 1852 | |
| Lord Privy Seal | James Gascoyne-Cecil, 2nd Marquess of Salisbury | 27 February 1852 | |
| Secretary of State for the Home Department | Spencer Horatio Walpole | 27 February 1852 | |
| Under-Secretary of State for the Home Department | Sir William Joliffe, 1st Baronet | 27 February 1852 | |
| Secretary of State for Foreign Affairs | James Harris, 3rd Earl of Malmesbury | 27 February 1852 | |
| Under-Secretary of State for Foreign Affairs | Lord Edward Stanley | 18 May 1852 | |
| Secretary of State for War and the Colonies | Sir John Pakington, 1st Baronet | 17 February 1852 | |
| Under-Secretary of State for War and the Colonies | John Cuffe, 3rd Earl of Desart | 2 March 1852 | |
| First Lord of the Admiralty | Algernon Percy, 4th Duke of Northumberland | 28 February 1852 | |
| First Secretary of the Admiralty | Augustus Stafford | 3 March 1852 | |
| Civil Lord of the Admiralty | Arthur Duncombe | 28 February 1852 | |
| President of the Board of Control | J. C. Herries | 28 February 1852 | |
| Joint Secretaries to the Board of Control | Henry Baillie | 1 March 1852 – 17 December 1852 | |
| Joint Secretaries to the Board of Control | Charles Bruce | 1 March 1852 – 17 December 1852 | |
| Postmaster-General | Charles Yorke, 4th Earl of Hardwicke | 1 March 1852 | |
| President of the Board of Trade | J. W. Henley | 17 February 1852 | |
| Vice-President of the Board of Trade | Charles Edward Abbot, 2nd Baron Colchester | 27 February 1852 | |
| First Commissioner of Works | Lord John Manners | 4 March 1852 | |
| Chief Secretary for Ireland | Richard Bourke, Baron Naas | 1 March 1852 | |
| Lord Lieutenant of Ireland | Archibald Montgomerie, 13th Earl of Eglinton | 1 March 1852 | |
| Chancellor of the Duchy of Lancaster | Robert Adam Christopher | 1 March 1852 | |
| Master-General of the Ordnance | Henry Hardinge, 1st Viscount Hardinge | 1 March 1852 | |
| Master-General of the Ordnance | Lord Fitzroy Somerset | 30 September 1852 | created Lord Raglan 20 October 1852 |
| Surveyor-General of the Ordnance | George Berkeley | 18 June 1852 | |
| Clerk of the Ordnance | Francis Plunkett Dunne | 5 March 1852 | |
| Storekeeper of the Ordnance | Thomas Hastings | 25 July 1845 | continued in office |
| Paymaster General | Charles Abbot, 2nd Baron Colchester | 28 February 1852 | |
| President of the Poor Law Board | Sir John Trollope, 7th Baronet | 1 March 1852 | |
| Parliamentary Secretary to the Poor Law Board | Frederick Knight | 3 March 1852 | |
| Secretary at War | William Beresford | 28 February 1852 | |
| Attorney General | Frederic Thesiger | 27 February 1852 | |
| Solicitor General | Fitzroy Kelly | 27 February 1852 | |
| Judge Advocate General | George Bankes | 28 February 1852 | |
| Lord Advocate | Adam Anderson | 28 February 1852 | |
| Lord Advocate | John Inglis | 19 May 1852 | |
| Solicitor General for Scotland | John Inglis | 28 February 1852 | |
| Solicitor General for Scotland | Charles Neaves | 24 May 1852 | |
| Attorney General for Ireland | Joseph Napier | February 1852 | |
| Solicitor General for Ireland | James Whiteside | February 1852 | |
| Lord Steward of the Household | James Graham, 4th Duke of Montrose | 27 February 1852 | |
| Lord Chamberlain of the Household | Brownlow Cecil, 2nd Marquess of Exeter | 27 February 1852 | |
| Vice-Chamberlain of the Household | Orlando Bridgeman, Viscount Newport | 5 March 1852 | |
| Master of the Horse | George Child-Villiers, 5th Earl of Jersey | 1 March 1852 | |
| Treasurer of the Household | Lord Claud Hamilton | 27 February 1852 | |
| Comptroller of the Household | George Weld-Forester | 27 February 1852 | |
| Captain of the Gentlemen-at-Arms | John Montagu, 7th Earl of Sandwich | 27 February 1852 | |
| Captain of the Yeomen of the Guard | Lord William FitzGerald-de Ros | 27 February 1852 | |
| Master of the Buckhounds | James St Clair-Erskine, 3rd Earl of Rosslyn | 28 February 1852 | |
| Chief Equerry and Clerk Marshal | Lord Charles Colville of Culross | 28 February 1852 | |
| Mistress of the Robes | Anne Murray, Duchess of Atholl | 16 March 1852 | |
| Lords in Waiting | George Douglas, 17th Earl of Morton | 2 March 1852 – 17 December 1852 | |
| Lords in Waiting | James Grimston, 2nd Earl of Verulam | 2 March 1852 – 17 December 1852 | |
| Lords in Waiting | Cornwallis Maude, 3rd Viscount Hawarden | 2 March 1852 – 17 December 1852 | |
| Lords in Waiting | George Monckton-Arundell, 6th Viscount Galway | 2 March 1852 – 17 December 1852 | |
| Lords in Waiting | Edward Crofton, 2nd Baron Crofton | 2 March 1852 – 17 December 1852 | |
| Lords in Waiting | Henry Hepburne-Scott, 7th Lord Polwarth | 2 March 1852 – 17 December 1852 | |
| Lords in Waiting | Henry Chetwynd-Talbot, 3rd Earl Talbot | 2 March 1852 – 17 December 1852 | |