Football League Third Division South 1938/39
| Pos | Club | Pld | W | D | L | F | A | GA | Pts | Notes |
| 1st | Newport County | 42 | 22 | 11 | 9 | 58 | 45 | 1.289 | 55 | ▲Champions |
| 2nd | Crystal Palace | 42 | 20 | 12 | 10 | 71 | 52 | 1.365 | 52 | Runners Up |
| 3rd | Brighton & Hove Albion | 42 | 19 | 11 | 12 | 68 | 49 | 1.388 | 49 | - |
| 4th | Watford | 42 | 17 | 12 | 13 | 62 | 51 | 1.216 | 46 | - |
| 5th | Reading | 42 | 16 | 14 | 12 | 69 | 59 | 1.169 | 46 | - |
| 6th | Queens Park Rangers | 42 | 15 | 14 | 13 | 68 | 49 | 1.388 | 44 | - |
| 7th | Ipswich Town | 42 | 16 | 12 | 14 | 62 | 52 | 1.192 | 44 | - |
| 8th | Bristol City | 42 | 16 | 12 | 14 | 61 | 63 | 0.968 | 44 | - |
| 9th | Swindon Town | 42 | 18 | 8 | 16 | 72 | 77 | 0.935 | 44 | - |
| 10th | Aldershot | 42 | 16 | 12 | 14 | 53 | 66 | 0.803 | 44 | - |
| 11th | Notts County | 42 | 17 | 9 | 16 | 59 | 54 | 1.093 | 43 | - |
| 12th | Southend United | 42 | 16 | 9 | 17 | 61 | 64 | 0.953 | 41 | - |
| 13th | Cardiff City | 42 | 15 | 11 | 16 | 61 | 65 | 0.938 | 41 | - |
| 14th | Exeter City | 42 | 13 | 14 | 15 | 65 | 82 | 0.793 | 40 | - |
| 15th | Bournemouth & Boscambe Athletic | 42 | 13 | 13 | 16 | 52 | 58 | 0.897 | 39 | - |
| 16th | Mansfield Town | 42 | 12 | 15 | 15 | 44 | 62 | 0.710 | 39 | - |
| 17th | Northampton Town | 42 | 15 | 8 | 19 | 51 | 58 | 0.879 | 38 | - |
| 18th | Port Vale | 42 | 14 | 9 | 19 | 52 | 58 | 0.897 | 37 | - |
| 19th | Torquay United | 42 | 14 | 9 | 19 | 54 | 70 | 0.771 | 37 | - |
| 20th | Clapton Orient | 42 | 11 | 13 | 18 | 53 | 55 | 0.964 | 35 | - |
| 21st | Walsall | 42 | 11 | 11 | 20 | 68 | 69 | 0.986 | 33 | Re Elected |
| 22nd | Bristol Rovers | 42 | 10 | 13 | 19 | 55 | 61 | 0.902 | 33 | Re Elected |
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Election for League Membership |
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| Three Southern League clubs challenged the two clubs seeking re-election in the vote for League membership. | ||
| Votes | Club | End Result |
| 45 | Bristol Rovers | Re Elected to the League |
| 36 | Walsall | Re Elected to the League |
| 15 | Gillingham | Not Elected to the League |
| 1 | Chelmsford City | Not Elected to the League |
| 1 | Colchester United | Not Elected to the League |
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End of Season Notes |
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▼Norwich City were Relegated from the Football League Second Division |
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▲Newport County were Promoted to the Football League Second Division |
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- Walsall were Re-Elected to the League |
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- Bristol Rovers were Re-Elected to the League |
