The first ministry of William III and Mary II involved a precarious and short lived balance between erstwhile opponents Halifax and Carmarthen, as William attempted to balance the Whigs to whom he owed his initial success with the Tories needed to maintain his position.
It was a very unsure period as no one knew if James would come back, or if the people would accept a new king. Ultimately, the ministry collapsed under the weight of attack from Whigs against Halifax, who voluntarily withdrew. Carmarthen remained in power.
| OFFICE | NAME | TERM | |
| First Lord of the Treasury | The Earl of Monmouth | 1689 - 1690 | |
| Lord Keeper | In Commission | 1689 - 1690 | |
| Lord President of the Council | The Marquess of Carmarthen | 1689 - 1690 | |
| Lord Privy Seal | The Marquess of Halifax | 1689 - 1690 | |
| Lord Steward | The Duke of Devonshire | 1689 - 1690 | |
| Lord Chamberlain | The Earl of Dorset | 1689 - 1690 | |
| Master of the Horse | Henry Nassau | 1689 - 1690 | |
| Southern Secretary | The Earl of Shrewsbury | 1689 - 1690 | |
| Northern Secretary | The Earl of Nottingham | 1689 - 1690 | |
| Chancellor of the Exchequer | The Lord Delamere | 1689 - 1690 | |