Incumbent Democratic governor Frank G. Clement was term-limited and was prohibited by the Constitution of Tennessee from seeking another term.

Former Democratic governor Buford Ellington defeated both independent candidates H.L.

In the primary, Ellington he defeated John Jay Hooker, who was a friend of former governor Gordon Browning, and had been endorsed by the Nashville Tennessean.

Tensions grew between Governor Frank G. Clement and Ellington leading up to the general election, as Ellington refused to endorse Clement in his U.S. Senate primary campaign against Ross Bass.

[1] Clement attempted to spend the state's budget surplus to ensure the Ellington administration did not inherit it.