Malcolm Turnbull has appointed Marise Payne as Australia's first female defence minister.
"She has spent two years in the human services portfolio and has done an outstanding job in modernising government service delivery," Mr Turnbull said.
The appointment meant Kevin Andrews would not be keeping his chair in the cabinet room and now heads to the backbench.
But he used a press conference before Mr Turnbull made the official announcement to express his disappointment.
"I am disappointed that Mr Turnbull did not accept my offer to work with him," he said. "Frankly, my remaining in this job was not about me, it was all about the stability of our Defence Force in Australia and its leadership."
"Mr Turnbull's decision now means there have been more defence ministers in Australia than prime ministers in the last three years."
Peter Dutton has survived as immigration minister, despite previously offering his resignation.
But others were not so lucky.
Employment Minister Eric Abetz is gone.
So too is Joe Hockey, to be replaced as treasurer by Scott Morrison.
Mr Turnbull used his reshuffle announcement to drop a bombshell: Mr Hockey has decided he will soon end his parliamentary career.
"Joe has made a long and distinguished contribution to our nation's government and Parliament over many, many years. For which I thank him. I believe he has a further contribution to make in our nation's service."
The prime minister said he wanted to revive the government and its ministry, and it was ultimately going to lead to disappointment for some.
"Very capable people have to move on, stand aside, so that others can come through," Mr Turnbull said.
Senator Arthur Sinodinos has been an adviser to Turnbull in recent months and now becomes cabinet secretary.
He used an interview this morning to stress why the reshuffle was important.
“Giving people the opportunity to have their say because if people feel they don't have ownership of what's going on, they've got nothing to lose then by being outside the tent if you like,” he said.
“So it's very important, if you want to stop leaks, make sure people feel like their opinion is valued and they are in the tent."
There are now five women in the inner circle, with Deputy Liberal Leader Julie Bishop retaining Foreign Affairs.
Ken Wyatt will be the first indigenous MP to be appointed to the Federal executive council.
Concetta Fieravanti-Wells, who served as a parliamentary secretary for multicultural affairs, has had her title change to assistant minister.
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