For the third year in a row, Billy Arnold looked as if he would be the dominant car, but he sailed over the turn three wall on lap 59.

Fred Frame took the lead for good on lap 152, and won from the 27th starting position - the furthest back of any winner except for Ray Harroun in 1911 and later, Louis Meyer in 1936.

Lou Moore qualified for the pole position with an average speed of 117.363 mph, the fastest time trial run in three years.

Likewise on race day, Frame's winning average speed of 104.144 mph broke Peter DePaolo's record set back in 1925.

Teams and drivers began arriving at the Speedway in early April, setting up shop in Gasoline Alley.

[2] Making news in mid-April was Argentine driver Juan Gaudino, who arrived on April 13 to enter the race for the first time.

On Monday April 18, Joe Russo was practicing on the track when he lost control at the north end and crashed into the retaining wall.

"Pink" Donaldson, and Bert Lustig, all arrived from the west coast on April 21, each looking for rides.

Babe Stapp was seriously injured in a crash at Legion Ascot Speedway, and would be forced to sit out the month of May.

During a run in the morning, Bryan Saulpaugh driving one of Harry Miller's 16-cylinder machines, had just completed a lap of 116 mph when a tire blew going into turn 1.

Also having trouble in the morning was Zeke Meyer, who hit the wall in turn four after something broke in the steering mechanism.

Bryan Saulpaugh, who had avoided serious mishap during a practice run, rebounded to post a four-lap average of 114.369 mph, good enough for the front row.

Late in the day, Lou Moore took the track, and grabbed the pole position with a four-lap average of 117.363 mph.

Shaw's four-lap average speed (114.326 mph) time was identical to Russ Snowberger's from a day earlier.

With many strong contenders still in the garage area, officials reiterated that qualifications would continue through Saturday as needed, to ensure all cars had the opportunity to qualify.

Louis Schneider, driving the same Bowes Seal Fast entry he won with in 1931, took the 30th starting position.

Milton Jones and his riding mechanic Harold Gray were on a practice run early in the day when car went out of control in turn one.

[40] Seven cars completed qualifying runs, but George Howie would eventually be "crowded out" (bumped) from the field on Saturday.

After qualifying concluded, the track was closed to clean up oil spills and prepare the surface for the race.

The race began at 10:00 a.m. with Edsel Ford driving the Lincoln Model KB pace car and Theodore E. "Pop" Meyers riding along, marshaling the start.

Honorary starter Gar Wood joined Seth Kline to wave the green flag.

Moore dropped out with bad timing gears, and Ernie Triplett moved up to second.

On lap 94, Carey hit the outside wall in turn 4 while leading, spun around three times, and drove the car back to the pits with a damaged left front wheel.

At the halfway point, Ernie Triplett led Howdy Wilcox II, Louis Schneider and Cliff Bergere.

Wilbur Shaw lost over nine minutes after stalling his car in the pits then eventually dropped out with a broken axle.

In the final 20 laps, Frame held an over 40-second lead over Howdy Wilcox II, with Cliff Bergere in third.

On lap 182, Ira Hall blew a tire, spun and brushed the wall in the south end of the track.

Fred Frame led 58 of the final 75 laps and won the race by 44 seconds over Howdy Wilcox II.

After strong showings in previous years, Frame, accompanied by riding mechanic Jerry Houck won with an average speed of 104.144 mph (167.604 km/h), a time that broke the seven-year-old record set by Peter DePaolo (1925).

Frame's drive was not without incident, as he required six pit stops, each time taking on water to battle an overheating engine.