The twelfth government of Israel was formed by Levi Eshkol on 22 December 1964, towards the end of the fifth Knesset.

Eshkol kept the same coalition partners as previously, i.e. Mapai, the National Religious Party, Ahdut HaAvoda, Poalei Agudat Yisrael, Cooperation and Brotherhood and Progress and Development.

Yosef Almogi and Shimon Peres resigned from the cabinet in May 1965 due to their opposition of the alliance between Mapai and Ahdut HaAvoda.

[1] Both joined Ben-Gurion's new party, Rafi in July.

3 Although Sasson was not an MK at the time, he was elected to the next Knesset as a member of the Labour Alignment, an alliance of Mapai and Ahdut HaAvoda.