It was led by Bill Vander Zalm, the 28th premier of British Columbia, and consisted of members of the Social Credit Party.

Only three ministers were named to replace the four departed ones, with the Ministry of Lands, Parks and Housing dissolved and its responsibilities split to accommodate the reduced cabinet size.

Grace McCarthy, third-place finisher in the 1986 party leadership election, moved from provincial secretary to economic development, and was additionally made deputy premier; Claude Richmond moved to social services and housing; Jack Kempf took over forests and lands; Anthony Brummet was named to education; and Jim Hewitt was appointed to agriculture and fisheries.

Vander Zalm himself took the finance portfolio, to provide a "hands on" approach to financial and economic development, but added that he only intended to hold the role "as long as it takes."

Seven new members were added to cabinet, including five who were newly elected: Mel Couvelier, John Savage, Peter Dueck, Stan Hagen and Lyall Hanson.

Vander Zalm said that the number of newly elected ministers would be an advantage, as they would bring an "open-minded approach" to their ministries and to cabinet.

[8] On July 24, Stan Hagen announced his resignation as minister of advanced education in response to a conflict-of-interest investigation; Brian Smith took over on an interim basis.

[10] On November 13, Cliff Michael resigned as transport minister after admitting to a "perceived conflict of interest"; he was replaced by Rogers.

[13] One week later, on July 6, Grace McCarthy resigned from cabinet, also in protest of Vander Zalm's leadership and the interference of "arrogant" civil servants in the premier's office.

Of the 17 ministers who remained in cabinet, eleven changed responsibilities while six stayed put: Brummet (education), Couvelier (finance), Davis (energy), Savage (agriculture), Smith (attorney general) and Weisgerber (native affairs).

On May 30, Dueck resigned from cabinet amidst a growing expenses scandal in his ministry; Jacobsen temporarily took over as social services minister.

Three new members joined: Harry de Jong (agriculture), Jim Rabbitt (labour and consumer services) and Cliff Serwa (environment).

[22] On March 6, 1991, Mel Couvelier quit cabinet in protest, saying he "couldn't sit beside" Vander Zalm while the latter was under investigation for conflict-of-interest.