Football League Third Division South 1937/38
| Pos | Club | Pld | W | D | L | F | A | GA | Pts | Notes |
| 1st | Millwall | 42 | 23 | 10 | 9 | 83 | 37 | 2.243 | 56 | ▲Champions |
| 2nd | Bristol City | 42 | 21 | 13 | 8 | 68 | 40 | 1.700 | 55 | Runners Up |
| 3rd | Queens Park Rangers | 42 | 22 | 9 | 11 | 80 | 47 | 1.702 | 53 | - |
| 4th | Watford | 42 | 21 | 11 | 10 | 73 | 43 | 1.698 | 53 | - |
| 5th | Brighton & Hove Albion | 42 | 21 | 9 | 12 | 64 | 44 | 1.455 | 51 | - |
| 6th | Reading | 42 | 20 | 11 | 11 | 71 | 63 | 1.127 | 51 | - |
| 7th | Crystal Palace | 42 | 18 | 12 | 12 | 67 | 47 | 1.426 | 48 | - |
| 8th | Swindon Town | 42 | 17 | 10 | 15 | 49 | 49 | 1.000 | 44 | - |
| 9th | Northampton Town | 42 | 17 | 9 | 16 | 51 | 57 | 0.895 | 43 | - |
| 10th | Cardiff City | 42 | 15 | 12 | 15 | 67 | 54 | 1.241 | 42 | - |
| 11th | Notts County | 42 | 16 | 9 | 17 | 50 | 50 | 1.000 | 41 | - |
| 12th | Southend United | 42 | 15 | 10 | 17 | 70 | 68 | 1.029 | 40 | - |
| 13th | Bournemouth & Boscambe Athletic | 42 | 14 | 12 | 16 | 56 | 57 | 0.982 | 40 | - |
| 14th | Mansfield Town | 42 | 15 | 9 | 18 | 62 | 67 | 0.925 | 39 | - |
| 15th | Bristol Rovers | 42 | 13 | 13 | 16 | 46 | 61 | 0.754 | 39 | - |
| 16th | Newport County | 42 | 11 | 16 | 15 | 43 | 52 | 0.827 | 38 | - |
| 17th | Exeter City | 42 | 13 | 12 | 17 | 57 | 70 | 0.814 | 38 | - |
| 18th | Aldershot | 42 | 15 | 5 | 22 | 39 | 59 | 0.661 | 35 | - |
| 19th | Clapton Orient | 42 | 13 | 7 | 22 | 42 | 61 | 0.689 | 33 | - |
| 20th | Torquay United | 42 | 9 | 12 | 21 | 38 | 73 | 0.521 | 30 | - |
| 21st | Walsall | 42 | 11 | 7 | 24 | 52 | 88 | 0.591 | 29 | Re Elected |
| 22nd | Gillingham | 42 | 10 | 6 | 26 | 36 | 77 | 0.468 | 26 | ▼Not Re Elected |
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Election for League Membership |
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| Southern League Ipswich Town challenged the two clubs seeking re-election in the vote for League membership. | ||
| Votes | Club | End Result |
| 36 | Ipswich Town | ▲Elected to the League |
| 34 | Walsall | Re Elected to the League |
| 28 | Gillingham | ▼Not Re Elected to the League |
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End of Season Notes |
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- Port Vale Transferred from the Football League Third Division North |
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▲Millwall were Promoted to the Football League Second Division |
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- Walsall were Re-Elected to the League |
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▼Gillingham were Not Re-Elected to the League |
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▲Ipswich Town were Elected to the League |
