| Minister | Portfolio |
| John McDonald, MLA |
|
| Keith Dodgshun, MLA | Premier of Victoria|Deputy Premier] Chief Secretary Minister in charge of Electrical Undertakings Minister in charge of Immigration |
| Sir Albert E Lind, MLA | Commissioner of Crown Lands and Survey President of the Board of Land and Works Minister of Soldier Settlement Minister of Forests |
| Sir Herbert Hyland, MLA | Minister of Transport Minister of State Development Minister in charge of Prices Vice-President of the Board of Land and Works |
| Percy Byrnes, MLC | Commissioner of Public Works Vice-President of the Board of Land and Works |
| Percival Inchbold, MLC | Minister of Education |
| George Moss, MLA | Minister of Agriculture Minister of Mines Vice-President of the Board of Land and Works |
| Richard Brose, MLA | Minister of Water Supply Minister for Conservation |
| William Fulton, MLA | Minister of Health |
| Thomas Mitchell, MLA | Attorney-General Solicitor-General |
| Ivan Swinburne, MLC | Minister in Charge of Housing* Minister in Charge of Materials* |
| Trevor Harvey, MLC | Minister of Labour* |