| Office | Name | Date | Notes |
Prime Minister, First Lord of the Treasury and Leader of the House of Commons | Lord John Russell | 30 June 1846 – 21 February 1852 | The Government resigned 22 February 1851 and resumed 3 March 1851 |
| Chancellor of the Exchequer | Sir Charles Wood, 3rd Baronet | 6 July 1846 | |
| Parliamentary Secretary to the Treasury | Henry Tufnell | 7 July 1846 | |
| William Goodenough Hayter | July 1850 | |
| Financial Secretary to the Treasury | John Parker | 7 July 1846 | |
| William Goodenough Hayter | 22 May 1849 |
| George Cornewall Lewis | 9 July 1850 |
| Junior Lords of the Treasury | Hugh Fortescue, Viscount Ebrington | 6 July 1846 – 22 December 1847 | the number of Junior Lordships was reduced from four to three in 1848 |
| Denis O'Conor | 6 July 1846 – 2 August 1847 |
| William Gibson-Craig | 6 July 1846 – 21 February 1852 |
| Henry Rich | 6 July 1846 – 21 February 1852 |
| Richard Bellew | 2 August 1847 – 21 February 1852 |
| Henry Petty-FitzMaurice, Earl of Shelburne | 22 December 1847 – August 1848 |
| Lord Chancellor | Charles Pepys, 1st Baron Cottenham | 6 July 1846 | |
| in commission | 19 June 1850 |
| Thomas Wilde, 1st Baron Truro | 15 July 1850 |
Lord President of the Council and Leader of the House of Lords | Henry Petty-FitzMaurice, 3rd Marquess of Lansdowne | 6 July 1846 | |
| Lord Privy Seal | Gilbert Elliot-Murray-Kynynmound, 2nd Earl of Minto | 6 July 1846 | |
| Secretary of State for the Home Department | Sir George Grey, 2nd Baronet | 6 July 1846 | |
| Under-Secretary of State for the Home Department | Sir William Somerville, 5th Baronet | 5 July 1846 | |
| Sir Denis Le Marchant, 1st Baronet | 22 July 1847 |
| George Cornewall Lewis | 15 May 1848 |
| Edward Pleydell-Bouverie | 9 July 1850 |
| Secretary of State for Foreign Affairs | Henry John Temple, 3rd Viscount Palmerston | 6 July 1846 | |
| Granville Leveson-Gower, 2nd Earl Granville | 26 December 1851 |
| Under-Secretary of State for Foreign Affairs | Edward Stanley | 6 July 1846 | |
| Austen Henry Layard | 12 February 1852 |
| Secretary of State for War and the Colonies | Henry Grey, 3rd Earl Grey | 6 July 1846 | |
| Under-Secretary of State for War and the Colonies | Benjamin Hawes | 6 July 1846 | |
| Frederick Peel | 1 November 1851 |
| President of the Board of Control | Sir John Hobhouse, 2nd Baronet | 8 July 1846 | |
| Fox Maule | 5 February 1852 |
| Joint Secretaries to the Board of Control | George Byng | 6 July 1846 – 30 November 1847 | |
| Thomas Wyse | 6 July 1846 – 26 January 1849 |
| George Cornewall Lewis | 30 November 1847 – 16 May 1848 |
| James Wilson | 16 May 1848 – 21 February 1852 |
| John Elliot | 26 January 1849 – 21 February 1852 |
| First Lord of the Admiralty | George Eden, 1st Earl of Auckland | 7 July 1846 | |
| Sir Francis Baring, 3rd Baronet | 15 January 1849 |
| First Secretary of the Admiralty | Henry George Ward | 13 July 1846 | |
| John Parker | 21 May 1849 |
| Civil Lord of the Admiralty | William Cowper | 7 July 1846 | |
| Chief Secretary for Ireland | Henry Labouchere | 6 July 1846 | |
| Sir William Somerville, 5th Baronet | 22 July 1847 |
| Lord Lieutenant of Ireland | John Ponsonby, 4th Earl of Bessborough | 8 July 1846 | |
| George Villiers, 4th Earl of Clarendon | 22 May 1847 |
| Chancellor of the Duchy of Lancaster | John Campbell, 1st Baron Campbell | 6 July 1846 | |
| George Howard, 7th Earl of Carlisle | 6 March 1850 |
| Paymaster General | Thomas Babington Macaulay | 7 July 1846 | |
| Granville Leveson-Gower, 2nd Earl Granville | 8 May 1848 | entered the Cabinet October 1851 |
| Edward Stanley, 2nd Baron Stanley of Alderley | 12 February 1852 | |
| Postmaster-General | Ulick de Burgh, 1st Marquess of Clanricarde | 7 July 1846 | |
| President of the Board of Trade | George Villiers, 4th Earl of Clarendon | 6 July 1846 | |
| Henry Labouchere | 22 July 1847 |
| Vice-President of the Board of Trade | Thomas Milner Gibson | 8 July 1846 | |
| Granville Leveson-Gower, 2nd Earl Granville | 8 May 1848 |
| Edward Stanley, 2nd Baron Stanley of Alderley | 11 February 1852 |
| First Commissioner of Woods and Forests | George Howard, Viscount Morpeth | 7 July 1846 | succeeded as 7th Earl of Carlisle 7 October 1848 |
| Edward Seymour, Baron Seymour | 17 April 1849 | office abolished 1 August 1851 |
| First Commissioner of Works | Edward Seymour, Baron Seymour | 1 August 1851 | entered the Cabinet October 1851 |
| Master-General of the Ordnance | Henry Paget, 1st Marquess of Anglesey | 8 July 1846 | |
| Surveyor-General of the Ordnance | Charles Richard Fox | 8 July 1846 | |
| Clerk of the Ordnance | George Anson | 8 July 1846 | |
| Storekeeper of the Ordnance | Sir Thomas Hastings | 25 July 1845 | continued in office |
| President of the Poor Law Board | Charles Buller | 23 July 1847 | |
| Matthew Talbot Baines | 1 January 1849 |
| Parliamentary Secretary to the Poor Law Board | Hugh Fortescue, Viscount Ebrington | 23 July 1847 | |
| Ralph William Grey | 28 January 1851 |
| Secretary at War | Fox Maule | 6 July 1846 | |
| Robert Vernon Smith | 6 February 1852 |
| Attorney General | Sir Thomas Wilde | 7 July 1846 | |
| Sir John Jervis | 17 July 1846 |
| Sir John Romilly | 11 July 1850 |
| Sir Alexander Cockburn, 12th Baronet | 28 March 1851 |
| Solicitor General | John Jervis | 7 July 1846 | |
| Sir David Dundas | 18 July 1846 |
| Sir John Romilly | 4 April 1848 |
| Sir Alexander Cockburn, 12th Baronet | 11 July 1850 |
| Sir William Page Wood | 28 March 1851 |
| Judge Advocate General | Charles Buller | 8 July 1846 | |
| William Goodenough Hayter | 22 December 1847 |
| Sir David Dundas | 26 May 1849 |
| Lord Advocate | Andrew Rutherfurd | 6 July 1846 | |
| James Moncreiff | 7 April 1851 |
| Solicitor General for Scotland | Thomas Maitland | 6 July 1846 | |
| James Moncreiff | 7 February 1850 |
| John Cowan | 18 April 1851 |
| George Deas | 28 June 1851 |
| Attorney General for Ireland | Richard Moore | 16 July 1846 | |
| James Henry Monahan | 21 December 1847 |
| John Hatchell | 23 September 1850 |
| Solicitor General for Ireland | James Henry Monahan | 16 July 1846 | |
| John Hatchell | 24 December 1847 |
| Henry George Hughes | 26 September 1850 |
| Lord Steward of the Household | Hugh Fortescue, 2nd Earl Fortescue | 8 July 1846 | |
| Richard Grosvenor, 2nd Marquess of Westminster | 22 March 1850 |
| Lord Chamberlain of the Household | Frederick Spencer, 4th Earl Spencer | 8 July 1846 | |
| John Campbell, 2nd Marquess of Breadalbane | 5 September 1848 |
| Vice-Chamberlain of the Household | Lord Edward Howard | 8 July 1846 | |
| Master of the Horse | Henry Fitzalan-Howard, 13th Duke of Norfolk | 11 July 1846 | |
| Treasurer of the Household | Lord Robert Grosvenor | 3 August 1846 | |
| Lord Marcus Hill | 23 July 1847 |
| Comptroller of the Household | Lord Marcus Hill | 6 July 1846 | |
| William Lascelles | 23 July 1847 |
| George Phipps, 2nd Earl of Mulgrave | 23 July 1851 |
| Captain of the Gentlemen-at-Arms | Thomas Foley, 4th Baron Foley | 24 July 1846 | |
| Captain of the Yeomen of the Guard | Lucius Cary, 10th Viscount Falkland | 24 July 1846 | |
| George Chichester, 3rd Marquess of Donegall | 11 February 1848 |
| Master of the Buckhounds | Granville Leveson-Gower, 2nd Earl Granville | 9 July 1846 | |
| John Ponsonby, 5th Earl of Bessborough | 16 May 1848 |
| Chief Equerry and Clerk Marshal | Lord Alfred Paget | 7 July 1846 | |
| Mistress of the Robes | Harriet Sutherland-Leveson-Gower, Duchess of Sutherland | 4 July 1846 | |
| Lords in Waiting | Edmund Parker, 2nd Earl of Morley | 24 July 1846 – 21 February 1852 | |
| Henry Reynolds-Moreton, 2nd Earl of Ducie | 24 July 1846 – 1 December 1847 |
| Henry Cavendish, 3rd Baron Waterpark | 24 July 1846 – 21 February 1852 |
| Thomas Stonor, 3rd Baron Camoys | 4 August 1846 – 21 February 1852 |
| George Douglas, 17th Earl of Morton | 10 September 1841 – 26 June 1849 |
| John Butler, 2nd Marquess of Ormonde | 10 September 1841 – 21 February 1852 |
| John Elphinstone, 13th Lord Elphinstone | 1 December 1847 – 21 February 1852 |
| Frederick Hamilton-Temple-Blackwood, 5th Baron Dufferin and Clandeboye | 26 June 1849 – 21 February 1852 |