Prime Minister Gordon Brown's new Cabinet has met for the first time in 10 Downing Street.
His team includes Britain's first female home secretary, Jacqui Smith, Alistair Darling as chancellor and David Miliband as foreign secretary.
Every post except Des Browne at defence has changed hands, with seven ministers in Cabinet for the first time.
But George Osborne, for the Conservatives, said too many were associated with past failures.
CABINET IN NUMBERS
"He may have moved people around the Cabinet table but there are remarkably few new faces," said Mr Osborne.
Lib Dem leader Sir Menzies Campbell called for a change of direction, not just a change in personnel, adding: "Gordon Brown and his 'new' Cabinet cannot escape the last 10 years. Labour's failures are their failures too."
Mr Brown's new team discussed the flooding crisis and constitutional change, with new Justice Minister and Lord Chancellor Jack Straw expected to reveal more details after a Cabinet meeting on Friday.
Mr Straw said: "It is about ensuring that our citizens are better represented, have a better sense of their rights and responsibilities and are able to enjoy their lives to the full inside our democracy."
'Tremendously honoured'
New Cabinet faces include James Purnell, who takes over as culture secretary from Tessa Jowell, and Andy Burnham, who becomes chief secretary to the Treasury.
Baroness Scotland becomes the second black woman to be a Cabinet member but is the only member of an ethnic minority in Mr Brown's top team.
BBC political editor Nick Robinson said Mr Brown was aiming at a "change of tone" from predecessor Tony Blair.
David Miliband, who at 41 becomes the youngest foreign secretary since David Owen in 1977, said he felt "tremendously honoured".
OLD FACES, NEW JOBS
He pledged a "diplomacy that is patient as well as purposeful, which listens as well as leads".
Jacqui Smith, formerly Labour's chief whip, is perhaps the biggest surprise in the new line-up.
She said she was "pleased and proud" to be given the job adding it was "hard to imagine a greater responsibility and honour".
Prisons and other functions now come under the control of new Justice Secretary Jack Straw, who also becomes the first MP to take up the post of Lord Chancellor.
Mr Brown has created three new departments: the Department for Children, Schools and Families, the Department for Business, Enterprise and Regulatory Reform and the Department for Innovation, Universities and Skills.
NEW ARRIVALS
The Department for Trade and Industry has been abolished, along with the Department for Education and Skills which has been split into two.
Eleven members of the old Cabinet - including Mr Blair and John Prescott - are not in Mr Brown's 22-strong list of full Cabinet members.
There are nine people entering Cabinet - the seven newcomers plus returnees Harriet Harman and Geoff Hoon.
Defence Secretary Des Browne is the only minister to remain in his post - but he also takes responsibility for the Scotland office.
There are five female members of the full Cabinet, as opposed to eight under Tony Blair, but a further four women, Tessa Jowell, Yvette Cooper, Baroness Scotland and Beverley Hughes, will attend Cabinet when necessary.
Douglas Alexander, who was named as Labour's general election coordinator at the weekend, takes over at the Department for International Development, which is expected to be given an enhanced role under Mr Brown.
Harriet Harman, who was elected deputy leader of the Labour Party, and will be taking over as party chairman, becomes leader of the House of Commons.
LEAVING CABINET
Hazel Blears, who was among the five MPs to lose out to Ms Harman in the deputy race, becomes communities secretary.
John Hutton, who has been replaced as work and pensions secretary by Peter Hain, will become business and industry secretary.
Shaun Woodward, best known for defecting from the Conservatives to Labour in 1999, will replace Mr Hain as Northern Ireland Secretary - the job turned down by Lib Dem peer Paddy Ashdown.
Former United Nations deputy secretary-general, Sir Mark Malloch Brown, has been granted a peerage in order to take up the post of minister for Africa, Asia and the UN.
He will not have Cabinet rank but will attend Cabinet meetings.
HAVE YOUR SAY
Several heavyweight figures in predecessor Tony Blair's Cabinet are going.
John Reid is retiring as home secretary, Margaret Beckett is leaving the role of foreign secretary and Baroness Amos is no longer to be leader of the House of Lords.
Patricia Hewitt, who has elderly parents in Australia, said she was quitting as health secretary, and resigning from the government, for "personal reasons".
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