Division Three (South) Cup 1938-39 Winners: competition not completed Winners from previous season: Reading The competition was not completed. A semi-final replay and the final were held over at the end of the 1938-39 season, and before they could be played in 1939-40, the Second World War was declared on 1 September 1939. As a result, the Football League season was abandoned. The competition, together with its Northern counterpart, was not restarted after the war finished in 1945. First round
| | 14 September 1938 | Exeter City | 1 | - | 1 | Swindon Town | 1,000 | St James's Park, Exeter | | | Dick Ebdon
| | | | Alan Fowler
| | | | 12 October 1938 | Mansfield Town | 3 | - | 0 | Notts County | 1,616 | Field Mill, Mansfield | | | Ernie Bell, Albert Wilson, Charlie Gardiner
| | | | | | | | 29 September 1938 | Newport County | 1 | - | 0 | Bristol Rovers | 709 | Somerton Park, Newport | | | Harry Duggan
| | | | | | | | 28 September 1938 | Northampton Town | 1 | - | 1 | Southend United | 500 | County Ground, Northampton | | | Keiller McCullough
| | | | Alf Smirk
| | | | 26 September 1938 | Port Vale | 4 | - | 0 | Walsall | 2,500 | Old Recreation Ground, Hanley | | | Harry Davies, Harry Griffiths, John Smith, Arthur Masters
| | | | | | | | 26 October 1938 | Reading | 5 | - | 1 | Watford | 801 | Elm Park, Reading | | | Tony MacPhee (4), Fred Smallwood, Tommy Tait
| | | | George Willshaw
| | | | Bye | Aldershot | | | | | | | | Bye | Bournemouth & Boscombe Athletic | | | | | | | | Bye | Brighton & Hove Albion | | | | | | | | Bye | Bristol City | | | | | | | | Bye | Cardiff City | | | | | | | | Bye | Clapton Orient | | | | | | | | Bye | Crystal Palace | | | | | | | | Bye | Ipswich Town | | | | | | | | Bye | Queen's Park Rangers | | | | | | | | Bye | Torquay United | | | | | | | Replays | | 5 October 1938 | Southend United | 2 | - | 3 | Northampton Town | 1,000 | Southend Stadium, Southend (aet) | | | Eddie Davis (2)
| | | | Ralph Allen (3)
| | | | 19 October 1938 | Swindon Town | 2 | - | 3 | Exeter City | 1,381 | County Ground, Swindon | | | Alan Fowler, Ben Morton
| | | | Len Rich (2), Steve Walker | | | Second round
| | 10 December 1938 | Brighton & Hove Albion | 2 | - | 3 | Crystal Palace | 6,000 | Goldstone Ground, Brighton | | | Jimmy Cargill, Jock Davie | | | | Ernie Steele, Bert Robson, Eric Bott
| | | | 16 November 1938 | Bristol City | 6 | - | 0 | Cardiff City | 670 | Ashton Gate, Bristol | | | Harry Mardon (2), Frank Gallacher, Monty Morgan (2), Cliff Morgan
| | | | | | | | 1 February 1939 | Exeter City | 1 | - | 2 | Bournemouth & Boscombe Athletic | 1,000 | St James's Park, Exeter | | | Harry Riley
| | | | Jack Jones, Fred Shaw
| | | | 23 January 1939 | Northampton Town | 1 | - | 1 | Ipswich Town | 400 | County Gorund, Northampton | | | Alfred Dickinson
| | | | Jack Cope
| | | | 13 February 1939 | Port Vale | 3 | - | 1 | Mansfield Town | | Old Recreation Ground, Hanley | | | Tommy Ward (2), John Smith
| | | | Ernie Bell
| | | | 30 January 1939 | Queen's Park Rangers | 1 | - | 0 | Aldershot | | Loftus Road, London | | | Wilf Bott
| | | | | | | | 7 January 1939 | Reading | 4 | - | 0 | Clapton Orient | 2,335 | Elm Park, Reading | | | Harry Brown (2), Tony MacPhee, Fred Smallwood
| | | | | | | | 8 February 1939 | Torquay United | 0 | - | 0 | Newport County | | Plainmoor, Torquay | Replays
| | 23 January 1939 | Ipswich Town | 1 | - | 0 | Northampton Town | 400 | Portman Road, Ipswich | | | Fred Chadwick (pen.)
| | | | | | | | 22 February 1939 | Newport County | 1 | - | 3 | Torquay United | 618 | Somerton Park, Newport | | | Ernie Brinton (pen.)
| | | | Albert 'Dapper' Day, Frank Preskett, Albert Shelley
| | | Quarter-finals
| | 22 March 1939 | Bristol City | 0 | - | 1 | Torquay United | 633 | Ashton Gate, Bristol | | | | | | | Wally Wildman
| | | | 27 February 1939 | Port Vale | 2 | - | 0 | Ipswich Town | 300 | Old Recreation Ground, Hanley | | | Tommy Ward, Arthur Masters
| | | | | | | | 20 February 1939 | Queen's Park Rangers | 3 | - | 2 | Bournemouth & Boscombe Athletic | 2,000 | Loftus Road, London | | | Alec Stock (2), Alf Fitzgerald
| | | | Tommy Paton (2)
| | | | 8 March 1939 | Reading | 0 | - | 0 | Crystal Palace | 1,218 | Elm Park, Reading | Replay
| | 22 March 1939 | Crystal Palace | 6 | - | 4 | Reading | 2,071 | Selhurst Park, London | | | Ernie Waldron (2), Ernie Steele, Bert Robson (3)
| | | | Tommy Tait (4)
| | | Semi-Final
| | 4 May 1939 | Queen's Park Rangers | 0 | - | 0 | Port Vale | | Loftus Road, London | | 29 March 1939 | Torquay United | 4 | - | 2 | Crystal Palace | | Plainmoor, Torquay | | | Bill Coley, Albert Shelley (3)
| | | | Bob Keeton (og), Ernie Waldron
| | | | Replay | | never played | Port Vale | | | | Queen's Park Rangers | | | Final | | never played | Torquay United | | | | Queen's Park Rangers or Port Vale | | |
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