The geographic distribution of the 28th Government of Ireland (2008 - 2011)

Brian Cowen became Taoiseach on 7 May 2008 after the resignation of Bertie Ahern. He soon assembled his new cabinet, composed largely of members of the one which had just been dissolved. In a surprise move, he made Donegal South West TD Mary Coughlan, who until now had been Minister for Agriculture, his Tánaiste as well as Minister for Enterprise, Trade and Employment. Dublin West TD Brian Lenihan, who had only a year ago been appointed to Cabinet for the first time by Ahern, was moved from Justice to the Finance portfolio. The only new face to be added was Cork North West TD Batt O'Keeffe, who was given Education. The previous Education minister, Mary Hanafin, was seen as being "demoted" to Social and Family Affairs, slowing down what had been growing speculation that she could have eventually become Fianna Fáil's first female leader.

The Green Party's John Gormley and Eamon Ryan remained in the Environment and Communications posts respectively, while sole Progressive Democrat Cabinet member Mary Harney remained at Health. The PDs would disband in 2009, but Harney would remain in Cabinet as an Independent TD.

The number of Ministers of State remained unchanged at 20, to which it had been risen the previous year, with some names being demoted and others promoted. The composition of the Ministers of State is interesting - 10 of the 20 posts were given to midlands and Connacht TDs, a reflection of the new Taoiseach's own midlands background. The shift away from Dublin came as a marked change after 11 years of Dublin Central TD Ahern in office.

In 2009, with the economy in recession, Cowen was under pressure to reduce government spending and waste. In particular he faced many calls to cut the number of juinor ministries. This he did on 22 April 2009, bringing the number back to 15.

Further changes came a year later when the resignations of Defence Minister Willie O'Dea (Limerick East) and Tourism Minister Martin Cullen (Waterford) prompted a reshuffle. Two Ministers of State were promoted to Cabinet - Chief Whip Pat Carey became Minister for Community, Equality & Gaeltacht Affairs while Fisheries and Forestry Minister Tony Killeen was promoted to Defence. The Ministers of State were also reshuffled, with the two vacancies filled by Green TDs Mary White (Carlow-Kilkenny) and Ciarán Cuffe (Dún Laoghaire).

The final change came in 2011 in unprecedented circumstances. With the government already in a highly tenuous position, six ministers - Mary Harney, Tony Killeen, Noel Dempsey, Dermot Ahern, Batt O'Keeffe and Micheál Martin - resigned. The latter resigned having unsuccessfully challenged Cowen's leadership, while the remaining five gave the reason that since they were not contesting the upcoming general election, there was no point in them remaining in Cabinet. This less than subtle excuse to appoint new faces to Cabinet positions in an attempt to improve the party's election prospects did not succeed. The Green Party made it clear they would not support such a move, and when Cowen himself stepped down as Fianna Fáil leader a few days later, they pulled out of government. The result was a Cabinet of 7 people, including the Taoiseach, each (with the exception of Brian Lenihan) sharing several Cabinet portfolios between them. It was in this diminished and broken down state that Fianna Fáil entered the general election, from which they emerged with only 20 seats.