Incumbent Governor Bill Janklow was term-limited and couldn't seek reelection to a third consecutive (and fifth overall) term.

When Thune passed on the race in order to challenge Senator Tim Johnson, state Attorney General Mark Barnett and former Lieutenant Governor Steve T. Kirby quickly became candidates.

Rounds declared his candidacy late, in December 2001 and was out-raised and outspent ten-to-one by each of his opponents.

Rounds' positive image and extensive knowledge of state government won him many supporters who were alienated by the front-runners.

On the day of the primary election, Rounds won a stunning victory, with 44.3% of the vote to Barnett's 29.5% and Kirby's 26.1%.