The Conservative government of the United Kingdom that began in 1957 and ended in 1964 consisted of three ministries: the first Macmillan ministry, second Macmillan ministry, and then the Douglas-Home ministry. They were respectively led by Harold Macmillan and Sir Alec Douglas-Home, who were appointed by Queen Elizabeth II.
 Sir Anthony Eden resigned from his positions of Leader of the Conservative Party and Prime Minister of the United Kingdom on 10 January 1957. This was mainly a consequence of the Suez Crisis fiasco of the previous autumn, but was also owing to his increasingly failing health. Harold Macmillan, formerly Foreign Secretary and Chancellor of the Exchequer, was chosen over Rab Butler as the new party leader and consequently as Prime Minister.
 Harold Macmillan tried to placate Butler, who had stood against Macmillan as leader, by appointing him to the senior position of Home Secretary. Peter Thorneycroft became Chancellor of the Exchequer, but caused embarrassment for Macmillan when he resigned only a year later. He was replaced by Derick Heathcoat Amory, previously Minister of Agriculture, Fisheries and Food. Selwyn Lloyd was retained as Foreign Secretary, a post he held until 1960, when he succeeded Heathcoat Amory as Chancellor. Ernest Marples became Minister for Transport and the Earl of Home was promoted to Leader of the House of Lords and also continued as Secretary of State for Commonwealth Affairs, before replacing Lloyd as Foreign Secretary in 1960. Lord Kilmuir and Alan Lennox-Boyd retained their offices of Lord Chancellor and Secretary of State for the Colonies respectively, while Lord Hailsham became a member of the cabinet for the first time as Minister of Education. Future Chancellor Iain Macleod was appointed Minister of Labour and National Service and succeeded Lennox-Boyd as Secretary of State for the Colonies in 1961.
 The Conservatives comfortably won the 1959 general election, increasing their majority in the House of Commons, following a campaign slogan "Life's better with the Conservatives". This centred on the consistently low unemployment, strong economy and rising standard of living that much of the British population was enjoying in the late 1950s.
 However, a series of economic measures in the early 1960s caused the popularity of the Conservative Party to decline. Macmillan tried to remedy this by a major cabinet reshuffle in July 1962. Seven cabinet members were sacked in what became nicknamed the "Night of the Long Knives". Notably, the emerging Reginald Maudling replaced Selwyn Lloyd as Chancellor, and Lord Kilmuir was replaced as Lord Chancellor by Lord Dilhorne, while Peter Thorneycroft returned to the cabinet as Minister of Defence. Rab Butler was also promoted to the office of First Secretary of State. The reshuffle was controversial within the Conservative Party, and was seen as a betrayal by many. Macmillan's credibility was also affected by the 1963 Profumo affair; he was now in his 69th year, and had until after his 70th birthday to call the next general election. The election of Harold Wilson as Labour Party leader early in the year, following the sudden death of Hugh Gaitskell, was well received by voters, with opinion polls showing the Labour Party ascendant.
 However, it was still considered a surprise when Macmillan resigned in October 1963.
 Macmillan's resignation saw a three-way tussle for the party leadership and premiership. Given that it was not considered appropriate for a Prime Minister to be a member of the House of Lords, the Earl of Home and Lord Hailsham both disclaimed their peerages under the Peerage Act 1963, and became known respectively as Sir Alec Douglas-Home and Quintin Hogg. Rab Butler was also in the running for the post, but Douglas-Home was finally chosen to succeed Macmillan. This was seen as controversial, for it was alleged that Macmillan had pulled strings and used the party's grandees, nicknamed "The Magic Circle", to ensure that Butler was once again overlooked.
 In the Douglas-Home ministry, Rab Butler became Foreign Secretary, and Henry Brooke replaced Butler as Home Secretary. Reginald Maudling continued as Chancellor, while Quintin Hogg remained as Lord President of the Council and Minister for Sports. He could not continue as Leader of the House of Lords, having ceased to be a member of it, but was made Minister for Education in April 1964. Selwyn Lloyd also returned to the government after a one-year absence, as Leader of the House of Commons. Douglas-Home's government was defeated in the October 1964 general election. He remained party leader until July 1965.
 The 1957–1964 Conservative government saw several emerging figures who would later attain high office. Future Prime Minister Edward Heath became a member of the cabinet for the first time as Minister of Labour and National Service in 1959, while another future Prime Minister, Margaret Thatcher, held her first government post in 1961 as Parliamentary Secretary to the Ministry of Pensions. The government also included future Chancellor Anthony Barber, future Home Secretary and Deputy Prime Minister William Whitelaw and future Secretary of State for Education and Science Sir Keith Joseph. Other notable government members included Enoch Powell, Lord Carrington, David Ormsby-Gore, John Profumo, Christopher Soames, Bill Deedes, Airey Neave and the Marquess of Salisbury.
 In a radical reshuffle dubbed "The Night of the Long Knives", Macmillan sacked a third of his Cabinet and instituted many other changes.
 Members of the Cabinet are in bold face.