| Minister | Portfolios |
| Joan Kirner, MP |
|
| Jim Kennan, MP | Deputy PremierAttorney-GeneralMinister for the ArtsMinister for Major Projects |
| Ian Baker, MP | Minister for Property and Services Minister for Agriculture Minister for Food and Agriculture |
| Steve Crabb, MP | Minister for Tourism Minister for Conservation and Environment Minister for Water Resources |
| Caroline Hogg, MLC | Minister for Health Minister for Ethnic, Municipal and Community Affairs |
| Maureen Lyster, MLC | Minister for Local Government Minister for Health |
| Andrew McCutcheon, MP | Minister for Planning and Urban Growth Minister for Planning and Housing |
| Brian Mier, MLC | Minister for Consumer AffairsMinister for Prices Minister for Aboriginal Affairs |
| Neil Pope, MP | Minister for LabourMinister for Education |
| Barry Pullen, MLC | Minister for Education Minister for Education and Training Minister for Conservation and Environment |
| Tom Roper, MP | Treasurer Minister of Aboriginal Affairs Minister for Post-Secondary Education and Training Minister for Gaming |
| Barry Rowe, MP | Minister for Agriculture and Rural Affairs Minister for Small Business |
| Mal Sandon, MP | Minister for Police and Emergency ServicesMinister for Corrections |
| Kay Setches, MP | Minister for Community Services |
| Tony Sheehan, MP | Minister for Housing and Construction Minister for Finance Treasurer |
| Peter Spyker, MP | Minister of Transport |
| Neil Trezise, MP | Minister for Sport and Recreation |
| David White, MLC | Minister for Industry and Economic Planning Minister for Major Projects Minister for Manufacturing and Industry Minister for Gaming |
| John Harrowfield, MP | Minister for Small Business Minister for Finance Minister Assisting the Minister for Labour on WorkCare |
| Theo Theophanous, MLC | Minister for Consumer Affairs Minister Assisting the Minister for Manufacturing and Industry Development on Major Public Authorities Minister for Small Business Minister Assisting the Minister for Manufacturing and Industry Development on Corporatisation |