| Office | Name | Party | Dates | Notes |
|---|
Prime Minister First Lord of the Treasury Leader of the House of Commons | Neville Chamberlain | | Conservative | 3 September 1939 – 10 May 1940 | Member of the War Cabinet |
| Lord Chancellor | Thomas Inskip, 1st Viscount Caldecote | | Conservative | 3 September 1939 | |
Lord President of the Council Leader of the House of Lords | James Stanhope, 7th Earl Stanhope | | Conservative | 3 September 1939 | |
| Lord Privy Seal | Sir Samuel Hoare, 2nd Baronet | | Conservative | 3 September 1939 | Member of the War Cabinet |
| Sir Kingsley Wood | | Conservative | 3 April 1940 | |
| Chancellor of the Exchequer | Sir John Simon | | Liberal National | September 1939 | Member of the War Cabinet |
| Parliamentary Secretary to the Treasury | David Margesson | | Conservative | September 1939 | |
| Financial Secretary to the Treasury | Harry Crookshank | | Conservative | September 1939 | |
| Lords of the Treasury | James Stuart | | Conservative | September 1939 – 10 May 1940 | |
| Thomas Dugdale | | Conservative | September 1939 – 12 February 1940 | |
| Patrick Munro | | Conservative | September 1939 – 10 May 1940 | |
| Stephen Furness | | Liberal National | September 1939 – 10 May 1940 | |
| Sir James Edmondson | | Conservative | September 1939 – 13 November 1939 | |
| Patrick Buchan-Hepburn | | Conservative | 13 November 1939 – 10 May 1940 | |
| William Boulton | | Conservative | 12 February 1940 – 10 May 1940 | |
| Secretary of State for Foreign Affairs | Edward Wood, 1st Viscount Halifax | | Conservative | September 1939 | Member of the War Cabinet |
| Parliamentary Under-Secretary of State for Foreign Affairs | R. A. Butler | | Conservative | September 1939 – 10 May 1940 | |
| Secretary of State for the Home Department | Sir John Anderson | | National | 3 September 1939 | |
| Under-Secretary of State for the Home Department | Osbert Peake | | Conservative | September 1939 | |
| Parliamentary Secretary to the Ministry of Home Security | Alan Lennox-Boyd | | Conservative | 6 September 1939 | |
| William Mabane | | Liberal National | 24 October 1939 | |
| First Lord of the Admiralty | Winston Churchill | | Conservative | 3 September 1939 | Member of the War Cabinet |
| Parliamentary and Financial Secretary to the Admiralty | Geoffrey Shakespeare | | Liberal National | September 1939 | |
| Sir Victor Warrender, 8th Baronet | | Conservative | 3 April 1940 | |
| Civil Lord of the Admiralty | Sir Austin Hudson, 1st Baronet | | Conservative | September 1939 | |
| Minister of Agriculture and Fisheries | Sir Reginald Dorman-Smith | | Conservative | September 1939 | |
| Parliamentary Secretary to the Ministry of Agriculture and Fisheries | George Bowyer, 1st Baron Denham | | Conservative | 19 September 1939 | |
| Secretary of State for Air | Sir Kingsley Wood | | Conservative | September 1939 | Member of the War Cabinet |
| Sir Samuel Hoare, 2nd Baronet | | Conservative | 3 April 1940 | Member of the War Cabinet |
| Under-Secretary of State for Air | Harold Balfour | | Conservative | September 1939 | |
| Secretary of State for the Colonies | Malcolm MacDonald | | National Labour | September 1939 | |
| Under-Secretary of State for the Colonies | Basil Hamilton-Temple-Blackwood, 4th Marquess of Dufferin and Ava | | Conservative | September 1939 | |
| Minister for Coordination of Defence | Ernle Chatfield, 1st Baron Chatfield | | Independent | September 1939 | Member of the War Cabinet until 3 April 1940; Office abolished 3 April 1940 |
| Secretary of State for Dominion Affairs | Anthony Eden | | Conservative | 3 September 1939 | |
| Under-Secretary of State for Dominion Affairs | Edward Cavendish, 10th Duke of Devonshire | | Conservative | September 1939 | |
| Minister for Economic Warfare | Ronald Cross | | Conservative | 3 September 1939 | |
| President of the Board of Education | Herbrand Sackville, 9th Earl De La Warr | | National Labour | September 1939 | |
| Herwald Ramsbotham | | Conservative | 3 April 1940 | |
| Parliamentary Secretary to the Board of Education | Kenneth Lindsay | | National Labour | September 1939 | |
| Minister of Food | William Morrison | | Conservative | 4 September 1939 | Combined with the Duchy of Lancaster |
| Frederick Marquis, 1st Baron Woolton | | Conservative | 3 April 1940 | |
| Parliamentary Secretary to the Ministry of Food | Alan Lennox-Boyd | | Conservative | 11 October 1939 | |
| Minister of Health | Walter Elliot | | Conservative | September 1939 | |
| Parliamentary Secretary to the Ministry of Health | Florence Horsbrugh | | Conservative | September 1939 | |
| Secretary of State for India and Burma | Lawrence Dundas, 2nd Marquess of Zetland | | Conservative | September 1939 | |
| Under-Secretary of State for India and Burma | Sir Hugh O'Neill | | Ulster Unionist | 11 September 1939 | |
| Minister of Information | Hugh Macmillan, Baron Macmillan | | Conservative Party | 4 September 1939 | |
| Sir John Reith | | National | 5 January 1940 |
| Parliamentary Secretary to the Ministry of Information | Sir Edward Grigg | | Conservative Party | 19 September 1939 | Office vacant 3 April 1940 |
| Minister of Labour and National Service | Ernest Brown | | Liberal National | 3 September 1939 | |
| Parliamentary Secretary to the Ministry of Labour and National Service | Ralph Assheton | | Conservative Party | 6 September 1939 | |
| Chancellor of the Duchy of Lancaster | William Morrison | | Conservative Party | September 1939 | From 4 September 1939 – 3 April 1940 combined with Minister for Food |
| George Tryon | | Conservative Party | 3 April 1940 | Lord Tryon |
| Paymaster General | Edward Turnour, 6th Earl Winterton | | Conservative Party | September 1939 | |
| Vacant | | | November 1939 | |
| Minister of Pensions | Sir Walter Womersley | | Conservative Party | September 1939 | |
| Minister without Portfolio | Maurice Hankey, 1st Baron Hankey | | Independent | 3 September 1939 – 10 May 1940 | Member of the War Cabinet |
| Postmaster-General | George Tryon | | Conservative Party | September 1939 | |
| William Morrison | | Conservative Party | 3 April 1940 | |
| Assistant Postmaster-General | William Mabane | | Liberal National | September 1939 | |
| Charles Waterhouse | | Conservative Party | 24 October 1939 | |
| Secretary of State for Scotland | John Colville | | Conservative Party | September 1939 | |
| Under-Secretary of State for Scotland | John McEwen | | Conservative Party | 6 September 1939 | |
| Minister of Shipping | Sir John Gilmour, 2nd Baronet | | Conservative Party | 13 October 1939 | |
| Robert Hudson | | Conservative Party | 3 April 1940 | |
| Parliamentary Secretary to the Ministry of Shipping | Sir Arthur Salter | | Conservative Party | 13 November 1939 | |
| Minister of Supply | Leslie Burgin | | Liberal National | September 1939 | |
| Parliamentary Secretary to the Ministry of Supply | John Llewellin | | Conservative Party | September 1939 | |
| President of the Board of Trade | Oliver Stanley | | Conservative Party | September 1939 | |
| Sir Andrew Duncan | | National | 5 January 1940 | |
| Parliamentary Secretary to the Board of Trade | Gwilym Lloyd George | | Independent Liberal | 6 September 1939 | |
| Secretary for Overseas Trade | Robert Hudson | | Conservative Party | September 1939 | |
| Geoffrey Shakespeare | | Liberal National | 3 April 1940 | |
| Secretary for Mines | Geoffrey Lloyd | | Conservative Party | September 1939 | |
| Minister of Transport | Euan Wallace | | Conservative Party | September 1939 | |
| Parliamentary Secretary to the Ministry of Transport | Robert Bernays | | Liberal National | September 1939 | |
| Secretary of State for War | Leslie Hore-Belisha | | Liberal National | September 1939 | Member of the War Cabinet |
| Oliver Stanley | | Conservative Party | 5 January 1940 | Member of the War Cabinet |
| Under-Secretary of State for War | John Lyttelton, 9th Viscount Cobham | | Conservative | 19 September 1939 | |
| Financial Secretary to the War Office | Sir Victor Warrender, 8th Baronet | | Conservative | September 1939 | |
| Sir Edward Grigg | | Conservative | 3 April 1940 | |
| First Commissioner of Works | Herwald Ramsbotham | | Conservative | September 1939 | |
| Herbrand Sackville, 9th Earl De La Warr | | National Labour | 3 April 1940 | |
| Attorney General | Sir Donald Somervell | | Conservative | September 1939 | |
| Solicitor General | Sir Terence O'Connor | | Conservative | September 1939 | |
| Lord Advocate | Thomas Cooper | | Conservative | September 1939 | |
| Solicitor General for Scotland | James Reid | | Conservative | September 1939 | |
| Treasurer of the Household | Charles Waterhouse | | Conservative | September 1939 | |
| Robert Grimston | | Conservative | 12 November 1939 | |
| Comptroller of the Household | Charles Kerr | | Liberal National | September 1939 | |
| Vice-Chamberlain of the Household | Robert Grimston | | Conservative | September 1939 | |
| Sir James Edmondson | | Conservative | 12 November 1939 | |
| Captain of the Gentlemen-at-Arms | George Bingham, 5th Earl of Lucan | | Conservative | September 1939 | |
| Captain of the Yeomen of the Guard | Arthur Chichester, 4th Baron Templemore | | Conservative | September 1939 | |
| Lords-in-Waiting | Hugh Fortescue, 5th Earl Fortescue | | Conservative | September 1939 – 10 May 1940 | |
| Frederick Smith, 2nd Earl of Birkenhead | | Conservative | September 1939 – 10 May 1940 | |
| Rowland Hood, 3rd Viscount Bridport | | Conservative | September 1939 – 10 May 1940 | |
| Robert Grosvenor, 5th Baron Ebury | | Conservative | September 1939 – 10 May 1940 | |
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