Allies of Tunisian ousted President Zine al-Abidine Ben Ali have left the interim government, but Prime Minister Mohammed Ghannouchi has kept his job.
Mr Ghannouchi announced the reshuffle in a televised address, saying that 12 ministers had been replaced.
"This government is a transitional one ... that will remain until it completes its mission of taking the country to democracy," the prime minister said.
The news comes after protests demanding a purge of Mr Ben Ali's allies.
On Wednesday, Tunisia issued an international arrest warrant for Mr Ben Ali, who fled to Saudi Arabia on 14 January.
Mr Ben Ali is accused of illegally acquiring property and assets and transferring funds abroad during his presidency.
APPEASING PROTESTERS
Mr Ghannouchi announced the cabinet overhaul late on Thursday.
Among the key changes was the replacement of the defence, interior and finance ministers, who all had served under Mr Ben Ali.
Earlier on Thursday, Foreign Minister Kamel Morjane announced his resignation, saying it was in the national interests of the country.
The reshuffles is an attempt by the new authorities to appease protesters who demand that members of the old regime quit the cabinet.
On Wednesday, police in the capital Tunis fired tear gas at hundreds of demonstrators after they reportedly tried to breach barricades around the prime minister's office.
Mr Ghannouchi has promised to quit "in the shortest possible timeframe", pledging to hold elections within six months.
Source: BBC/Africa