Premier Jennifer Smith unveiled a crisis Cabinet yesterday after a group of rebels, including some of her most important Ministers, refused to serve under her.

She admitted she had made offers to some of the dissidents but they had turned her down.

And she said she hoped to have sworn in her new Cabinet yesterday morning, but will instead wait until Monday.

Existing Ministers will remain as Ministers, but new and two Junior Ministers will need to be sworn in by Governor Sir John Vereker.

Ms Smith said she had selected the Junior Ministers, but would not announce them until their swearings-in.

As promised in the Government election platform, Ms Smith announced that the Cabinet would be reduced. It will now have eight members, down from the current 13 as a number of Ministries will be merged.

Ms Smith proposed that Eugene Cox remain in charge of the Finance Ministry, which loses responsibility for the Customs Department to the Home Affairs Ministry in the shuffle.

Works and Engineering Minister Alex Scott takes over from Nelson Bascome at Health, which remains essentially unchanged.

He said he thought he had been chosen because he was "seen as an administrator" and added: "It's a challenge, probably in the eyes of some a promotion."

But a Junior Minister for Community Services would take over from responsibility for Parish Councils from Health, and Human Rights, CURE, Consumer Affairs, Community Affairs and Libraries from the old Ministry of Youth, Sport and Community Affairs formally headed by rebel MP Randy Horton.

Education Minister Paula Cox also becomes Attorney General and takes over the new portfolio of "Justice", in a massive job which will also encompass the Department of Youth, Sport and Recreation, the Department of Cultural Affairs, Training and the Judiciary and the Legislature.

"Madame Premier knows that being Minister of Justice and the Attorney General's job is not one that I would naturally aspire to," she said. "However, may you ask not what your country can do for you but what you can do for your country. But right now there is a vacuum and I am prepared to act in those roles. It's a challenge but it's one that I will thrive on."

Despite the huge responsibility, Ms Cox said she was not prepared to act as a full-time minister and would be keeping her job as a corporate lawyer with Ace.

She also announced at the Press conference that Khamisi Tokunbo, who lost his post as Director of Public Prosecutions when he refused to apply for a new contract, will take a top post in the Legislative Affairs department.

Housing Minister David Burch becomes the only non-MP in the Cabinet and takes over the Ministry of Home Affairs from rebel MP Terry Lister. Apart from adding Customs, the Ministry, which already has some of the most politically sensitive departments in Government, remains unchanged.

Renee Webb remains at Tourism, Telecommunications and E-Commerce, but adds Parks and the Bermuda Aquarium to its portfolio from the old Ministry of Environment, which is eliminated under the new Government structure. Ms Webb will also take over BTec and the Island's golf courses as well.

Asked whether she felt confident continuing in such an important portfolio after only winning her St. George's South seat by eight votes, Ms Webb said: "I don't think that my performance is in question with respect to the public. My record speaks for itself. I did have the biggest constituency. It's six times bigger than some of the other districts and I did not canvass everybody. The UBP was running a serious, orchestrated campaign to get me out and they came close.

"There is much to be done in tourism and I'm really glad that I'm being given back the portfolio."

Minister Without Portfolio Neletha Butterfield takes over from Alex Scott at the Ministry of Infrastructure, which is essentially the old Ministry of Works and Engineering under a new name.

A Junior Minister for Housing takes over the existing Ministry of Housing.

"I have an idea who the Premier plans to send to Housing and I know that people have been quite impressed with my time there. But its not a unique quality that I think I have," said Lt. Col. Burch.

No Minister has been named for the new Ministry of Land, Air and Sea, which Ms Smith called "one of my favourites", and which encompasses most of the old Ministry of Transport, but adds Government cars from the old Works Ministry and the Departments of Planning, Conservation Services, Environmental Protection and Land Valuation from Environment.

The Premier will retain her functions.