This is a list of members of the 28th Legislative Assembly of Queensland from 1938 to 1941, as elected at the 1938 state election held on 2 April 1938.
| Name | Party | Electorate | Term in office | 
| Randolph Bedford | Labor | Warrego | 1923–1941 | 
| William Brand | Country | Isis | 1920–1950 | 
| Samuel Brassington | Labor | Fortitude Valley | 1927–1932, 1933–1950 | 
| Charles Brown[2] | Independent | Gregory | 1939–1941 | 
| John Brown | Labor | Logan | 1935–1944 | 
| Hon Harry Bruce | Labor | The Tableland | 1923–1950 | 
| Hon Frank Bulcock | Labor | Barcoo | 1919–1942 | 
| Jim Clark | Labor | Fitzroy | 1935–1960 | 
| Harry Clayton | Country | Wide Bay | 1920–1946 | 
| Harold Collins | Labor | Cook | 1935–1957 | 
| Charles Conroy | Labor | Maranoa | 1920–1944 | 
| Hon Frank Cooper | Labor | Bremer | 1915–1946 | 
| Kerry Copley | Labor | Kurilpa | 1932–1949 | 
| David Daniel | Country | Keppel | 1936–1944 | 
| Bill Dart | United Australia | Wynnum | 1938–1944 | 
| Hon John Dash | Labor | Mundingburra | 1920–1944 | 
| William Deacon | Country | Cunningham | 1920–1943 | 
| Jack Duggan | Labor | Toowoomba | 1935–1957, 1958–1969 | 
| Thomas Dunstan | Labor | Gympie | 1915–1929, 1935–1953 | 
| Jim Edwards | Country | Nanango | 1920–1947 | 
| David Farrell | Labor | Maryborough | 1938–1953 | 
| Hon Tom Foley | Labor | Normanby | 1919–1960 | 
| Vince Gair | Labor | South Brisbane | 1932–1960 | 
| Hon David Gledson | Labor | Ipswich | 1915–1929, 1932–1949 | 
| Hon Ned Hanlon | Labor | Ithaca | 1926–1952 | 
| Hon Ted Hanson | Labor | Buranda | 1924–1947 | 
| John Hayes | Labor | Nundah | 1932–1947 | 
| John Healy | Labor | Warwick | 1935–1947 | 
| Paul Hilton | Labor | Carnarvon | 1935–1963 | 
| Roland Hislop | Labor | Sandgate | 1935–1941 | 
| Hon Maurice Hynes[3] | Labor | Townsville | 1923–1939 | 
| Cecil Jesson | Labor | Kennedy | 1935–1960 | 
| Arthur Jones[1] | Labor | Charters Towers | 1929–1932, 1939–1960 | 
| James Keogh[4] | Labor | Merthyr | 1932–1940 | 
| George Keyatta[3] | Labor | Townsville | 1939–1960 | 
| William King | Labor | Maree | 1932–1941 | 
| Hon James Larcombe | Labor | Rockhampton | 1912–1929, 1932–1956 | 
| Duncan MacDonald | Country | Stanley | 1938–1953 | 
| Bernard McLean | Labor | Bundaberg | 1935–1941 | 
| Ted Maher | Country | West Moreton | 1929–1949 | 
| Harry Massey | United Australia | Toowong | 1938–1944 | 
| Johnno Mann | Labor | Brisbane | 1936–1969 | 
| George Marriott | Labor | Bulimba | 1938–1950 | 
| Hon Arthur Moore | Country | Aubigny | 1915–1941 | 
| Bill Moore[4] | Labor | Merthyr | 1940–1957 | 
| George Morris | Protestant Labor/ Independent
 | Kelvin Grove | 1938–1941 | 
| Hon John Mullan | Labor | Carpentaria | 1908–1912, 1918–1941 | 
| Alf Muller | Country | Fassifern | 1935–1969 | 
| Frank Nicklin | Country | Murrumba | 1932–1968 | 
| Thomas Nimmo | United Australia | Oxley | 1929–1943 | 
| Hon John O'Keefe | Labor | Cairns | 1926–1929, 1930–1942 | 
| Hon Percy Pease[5] | Labor | Herbert | 1920–1940 | 
| Tom Plunkett | Country | Albert | 1929–1957 | 
| Hon George Pollock[2] | Labor | Gregory | 1915–1939 | 
| Bill Power | Labor | Baroona | 1935–1960 | 
| Ernest Riordan | Labor | Bowen | 1936–1944, 1950–1954 | 
| Hugh Russell | United Australia | Hamilton | 1926–1941 | 
| Aubrey Slessar | Labor | Dalby | 1938–1947 | 
| Hon William Forgan Smith | Labor | Mackay | 1915–1942 | 
| George Taylor | Labor | Enoggera | 1932–1944 | 
| Stephen Theodore[5] | Labor | Herbert | 1940–1950 | 
| Harry Walker | Country | Cooroora | 1907–1947 | 
| Hon Ted Walsh | Labor | Mirani | 1935–1947, 1950–1969 | 
| William Wellington[1] | Labor | Charters Towers | 1915–1939 | 
| Herbert Williams | Labor | Windsor | 1935–1941 | 
| Tommy Williams | Labor | Port Curtis | 1932–1947 | 
| Herbert Yeates | Country | East Toowoomba | 1938–1945 | 
- 1  On 2 March 1939, the Labor member for Charters Towers, William Wellington, died. Labor candidate Arthur Jones won the resulting by-election on 27 May 1939.
- 2  On 24 March 1939, the Labor member for Gregory, George Pollock, died. Independent candidate Charles Brown won the resulting by-election on 27 May 1939.
- 3  On 27 March 1939, the Labor member for Townsville, Maurice Hynes, died. Labor candidate George Keyatta won the resulting by-election on 27 May 1939.
- 4  On 31 August 1940, the Labor member for Merthyr, James Keogh, died. Labor candidate Bill Moore won the resulting by-election on 9 November 1940.
- 5  On 17 September 1940, the Labor member for Herbert and Deputy Premier of Queensland, Percy Pease, died. Labor candidate Stephen Theodore won the resulting by-election on 9 November 1940.