The 1938 California gubernatorial election was held on November 8, 1938. Culbert L. Olson defeated incumbent governor Frank F. Merriam to become the first Democrat elected Governor of California since James Budd in 1894. Merriam had angered the left and the right throughout his tenure as governor, leading a significant swing in favor of the Democratic party. Olson was the first Democrat since George Stoneman in 1882 to receive an absolute majority of the vote. For the first time since 1882, Alameda County, Los Angeles County, and Ventura County were carried by a Democrat and San Diego County backed a Democrat for governor for the first time since 1879. California would not elect a Democrat as governor again until 1958. This was the last time until Gray Davis in 1998 that a Democrat who was not a member of the Brown family won the governorship.

Primary election results

Candidates

Results

General election results

Results by county

Counties that flipped from Republican to Democratic

Counties that flipped from Progressive to Democratic