| Office | Name | Party | Dates | Notes |
|---|
Prime Minister, First Lord of the Treasury andLeader of the House of Commons | Neville Chamberlain | Conservative | 28 May 1937 – 3 September 1939 | |
| Lord High Chancellor of Great Britain | Douglas Hogg, 1st Viscount Hailsham | Conservative | May 1937 | |
| Frederic Maugham, 1st Baron Maugham | | 9 March 1938 | |
| Lord President of the Council | Edward Wood, 1st Viscount Halifax | Conservative | 28 May 1937 | alsoLeader of the House of Lords |
| Douglas Hogg, 1st Viscount Hailsham | Conservative | 9 March 1938 | |
| Walter Runciman, 1st Viscount Runciman of Doxford | Liberal National | 31 October 1938 | |
| Lord Keeper of the Privy Seal | Herbrand Sackville, 9th Earl De La Warr | National Labour | 28 May 1937 | |
| Sir John Anderson | National | 31 October 1938 | |
| Chancellor of the Exchequer | Sir John Simon | Liberal National | 28 May 1937 | |
| Parliamentary Secretary to the Treasury | David Margesson | Conservative | May 1937 | |
| Financial Secretary to the Treasury | John Colville | Conservative | May 1937 | |
| Euan Wallace | Conservative | 16 May 1938 | |
| Harry Crookshank | Conservative | 21 April 1939 | |
| Lords of the Treasury | James Stuart | Conservative | May 1937 – September 1939 | |
| Charles Kerr | Liberal National | 28 May 1937 – 4 April 1939 | |
| Thomas Dugdale | Conservative | 28 May 1937 – September 1939 | |
| Charles Waterhouse | Conservative | 28 May 1937 – 18 October 1937 | |
| Ronald Cross | Conservative | 28 May 1937 – 18 October 1937 | |
| Patrick Munro | Conservative | 18 October 1937 – September 1939 | |
| Robert Grimston | Conservative | 18 October 1937 – 18 May 1938 | |
| Stephen Furness | Liberal National | 20 May 1938 – September 1939 | |
| Sir James Edmondson | Conservative | 4 April 1939 – September 1939 | |
| Secretary of State for Foreign Affairs | Anthony Eden | Conservative | May 1937 | |
| Edward Wood, 1st Viscount Halifax | Conservative | 21 February 1938 | |
| Parliamentary Under-Secretary of State for Foreign Affairs | Robert Gascoyne-Cecil, Viscount Cranborne | Conservative | May 1937 – 20 February 1938 | |
| Ivor Miles Windsor-Clive, 2nd Earl of Plymouth | Conservative | May 1937 – 12 May 1939 | |
| Rab Butler | | 25 February 1938 – September 1939 | |
| Secretary of State for the Home Department | Sir Samuel Hoare, 2nd Baronet | Conservative | 28 May 1937 | |
| Under-Secretary of State for the Home Department | Geoffrey Lloyd | Conservative | May 1937 | |
| Osbert Peake | Conservative | 29 June 1939 (?) | |
| First Lord of the Admiralty | Duff Cooper | Conservative | 28 May 1937 | |
| James Stanhope, 7th Earl Stanhope | Conservative | 27 October 1938 | alsoLeader of the House of Lords |
| Parliamentary and Financial Secretary to the Admiralty | Geoffrey Shakespeare | Liberal National | 28 May 1937 | |
| Civil Lord of the Admiralty | John Llewellin | | 28 May 1937 | |
| Sir Austin Hudson, 1st Baronet | Conservative | 14 July 1939 | |
| Minister of Agriculture and Fisheries | William Morrison | Conservative | May 1937 | |
| Sir Reginald Dorman-Smith | | 29 January 1939 | |
| Parliamentary Secretary to the Ministry of Agriculture and Fisheries | Charles Duncombe, 3rd Earl of Feversham | Conservative | May 1937 | also Deputy Minister of Fisheries |
| Secretary of State for Air | Philip Cunliffe-Lister, 1st Viscount Swinton | Conservative | May 1937 | |
| SirKingsley Wood | Conservative | 16 May 1938 | |
| Under-Secretary of State for Air | Anthony Muirhead | Conservative | 28 May 1937 | |
| Harold Balfour | Conservative | 16 May 1938 | |
| Secretary of State for the Colonies | William Ormsby-Gore | Conservative | May 1937 | |
| Malcolm MacDonald | National Labour | 16 May 1938 | |
| Under-Secretary of State for the Colonies | Basil Hamilton-Temple-Blackwood, 4th Marquess of Dufferin and Ava | | 28 May 1937 | |
| Minister for Coordination of Defence | SirThomas Inskip | Conservative | May 1937 | |
| Ernle Chatfield, 1st Baron Chatfield | | 29 January 1939 | |
| Secretary of State for Dominion Affairs | Malcolm MacDonald | National Labour | May 1937 | |
| Edward Stanley, Baron Stanley | Conservative | 16 May 1938 | |
| Malcolm MacDonald | National Labour | 31 October 1938 | |
| SirThomas Inskip | Conservative | 29 January 1939 | Viscount Caldecote |
| Under-Secretary of State for Dominion Affairs | Edward Cavendish, Marquess of Hartington | Conservative | May 1937 | succeeded as Duke of Devonshire 6 May 1938 |
| President of the Board of Education | James Stanhope, 7th Earl Stanhope | Conservative | 28 May 1937 | alsoLeader of the House of Lords from 21 February 1938 |
| Herbrand Sackville, 9th Earl De La Warr | National Labour | 27 October 1938 | |
| Parliamentary Secretary to the Board of Education | Kenneth Lindsay | National Labour | 28 May 1937 | |
| Minister of Health | SirKingsley Wood | Conservative | May 1937 | |
| Walter Elliot | | 16 May 1938 |
| Parliamentary Secretary to the Ministry of Health | Robert Bernays | Liberal National | 28 May 1937 | |
| Florence Horsbrugh | Conservative | 14 July 1939 | |
| Secretary of State for India and Burma | Lawrence Dundas, 2nd Marquess of Zetland | Conservative | May 1937 | |
| Under-Secretary of State for India | Edward Stanley, Baron Stanley | Conservative | 28 May 1937 | |
| Anthony Muirhead | Conservative | 16 May 1938 | |
| Minister of Labour | Ernest Brown | Liberal National | May 1937 | |
| Parliamentary Secretary to the Ministry of Labour | Rab Butler | Conservative | 28 May 1937 | |
| Alan Lennox-Boyd | Conservative | 25 February 1938 | |
| Chancellor of the Duchy of Lancaster | Edward Turnour, 6th Earl Winterton | Conservative | 28 May 1937 | Office in Cabinet from 11 March 1938 |
| William Morrison | Conservative | 29 January 1939 | |
| Paymaster General | Robert Hutchison, 1st Baron Hutchison of Montrose | Liberal National | May 1937 | |
| Geoffrey FitzClarence, 5th Earl of Munster | Conservative | 2 June 1938 | |
| Edward Turnour, 6th Earl Winterton | Conservative | 29 January 1939 | |
| Minister for Pensions | Herwald Ramsbotham | Conservative | May 1937 | |
| SirWalter Womersley | Conservative | 7 June 1939 | |
| Minister without Portfolio | Leslie Burgin | Liberal National | 21 April 1939 – 14 July 1939 | |
| Postmaster-General | George Tryon | Conservative | May 1937 | |
| Assistant Postmaster-General | SirWalter Womersley | Conservative | May 1937 | |
| William Mabane | Liberal | 7 June 1939 | |
| Secretary of State for Scotland | Walter Elliot | | May 1937 | |
| John Colville | | 16 May 1938 | |
| Under-Secretary of State for Scotland | Henry Wedderburn | Conservative | May 1937 | |
| Minister of Supply | Leslie Burgin | Liberal National | 14 July 1939 | |
| Parliamentary Secretary to the Ministry of Supply | John Llewellin | | 14 July 1939 | |
| President of the Board of Trade | Oliver Stanley | | 28 May 1937 | |
| Parliamentary Secretary to the Board of Trade | Euan Wallace | Conservative | 28 May 1937 | |
| Ronald Cross | Conservative | 16 May 1938 | |
| Secretary for Overseas Trade | Robert Hudson | Conservative | 28 May 1937 | |
| Secretary for Mines | Harry Crookshank | Conservative | May 1937 | |
| Geoffrey Lloyd | Conservative | 21 April 1939 | |
| Minister of Transport | Leslie Burgin | Liberal National | 28 May 1937 | |
| Euan Wallace | Conservative | 21 April 1939 | |
| Parliamentary Secretary to the Ministry of Transport | Sir Austin Hudson, 1st Baronet | Conservative | May 1937 | |
| Robert Bernays | Liberal National | 14 July 1939 | |
| Secretary of State for War | Leslie Hore-Belisha | Liberal National | 28 May 1937 | |
| Under-Secretary of State for War | Donald Howard, 3rd Baron Strathcona and Mount Royal | Conservative | May 1937 | |
| Geoffrey FitzClarence, 5th Earl of Munster | Conservative | 29 January 1939 | |
| Financial Secretary to the War Office | Sir Victor Warrender, 8th Baronet | Conservative | May 1937 | |
| First Commissioner of Works | Sir Philip Sassoon, 3rd Baronet | Conservative | 28 May 1937 | |
| Herwald Ramsbotham | Conservative | 7 June 1939 | |
| Attorney General | SirDonald Somervell | Conservative | May 1937 | |
| Solicitor General | SirTerence O'Connor | Conservative | May 1937 | |
| Lord Advocate | Thomas Cooper | | May 1937 | |
| Solicitor General for Scotland | James Reid | | May 1937 | |
| Treasurer of the Household | SirLambert Ward | Conservative | 28 May 1937 | |
| Arthur Hope | Conservative | 18 October 1937 | |
| Charles Waterhouse | Conservative | 4 April 1939 | |
| SirComptroller of the Household | George Davies | | 28 May 1937 | |
| Charles Waterhouse | Conservative | 18 October 1937 | |
| Charles Kerr | Liberal National | 4 April 1939 | |
| Vice-Chamberlain of the Household | Arthur Hope | Conservative | 28 May 1937 | |
| Ronald Cross | Conservative | 18 October 1937 | |
| Robert Grimston | Conservative | 4 April 1939 | |
| Captain of the Gentlemen-at-Arms | George Bingham, 5th Earl of Lucan | | May 1937 | |
| Captain of the Yeomen of the Guard | Arthur Chichester, 4th Baron Templemore | | May 1937 | |
| Lords in Waiting | Henry Gage, 6th Viscount Gage | | May 1937 – 11 April 1939 | |
| Geoffrey FitzClarence, 5th Earl of Munster | Conservative | May 1937 – 2 June 1938 | |
| John Crichton, 5th Earl Erne | | May 1937 – 25 July 1939 | |
| Hugh Fortescue, 5th Earl Fortescue | | 26 August 1937 – September 1939 | |
| Frederick Smith, 2nd Earl of Birkenhead | | 12 July 1938 – September 1939 | |
| Rowland Hood, 3rd Viscount Bridport | | 11 April 1939 – September 1939 | |
| Robert Egerton Grosvenor, 5th Baron Ebury | | 25 July 1939 – September 1939 | |