Division Three (North) Cup 1938-39 Winners: Bradford City Runners-up: Accrington Stanley Winners from previous season: Southport For the first time, not all of the Division Three (North) clubs competed in the cup. Eight teams - Barnsley, Chester, Doncaster Rovers, Halifax Town, Lincoln City, Southport, Stockport County and York City - all declined to enter. The competition was abandoned after this season. First round
| 2 January 1939 | Accrington Stanley | 2 | - | 1 | Rochdale | 1,663 | Peel Park, Accrington | 19 January 1939 | Barrow | 5 | - | 2 | Oldham Athletic | 1,239 | Holker Street, Barrow-in-Furness | 18 January 1939 | Gateshead | 4 | - | 2 | Carlisle United | 290 | Redheugh Park, Gateshead | 2 January 1939 | Hartlepools United | 4 | - | 1 | Darlington | 2,000 | Victoria Park, Hartlepool | 30 January 1939 | Rotherham United | 0 | - | 0 | Bradford City | 947 | Millmoor, Rotherham | 1 February 1939 | Wrexham | 2 | - | 1 | Crewe Alexandra | 774 | Racecourse Ground, Wrexham | Replay
| 8 February 1939 | Bradford City | 1 | - | 0 | Rotherham United | 1,154 | Valley Parade, Bradford | Quarter-finals
| 22 February 1939 | Bradford City | 6 | - | 0 | Hull City | 1,678 | Valley Parade, Bradford | 8 March 1939 | Gateshead | 0 | - | 0 | Hartlepools United | 290 | Redheugh Park, Gateshead | 8 March 1939 | Wrexham | 1 | - | 1 | New Brighton | 389 | Racecourse Ground, Wrexham | 8 March 1939 | Accrington Stanley | 4 | - | 3 | Barrow | 250 | Peel Park, Accrington | Replays
| 15 March 1939 | Hartlepools United | 5 | - | 1 | Gateshead | 680 | Victoria Park, Hartlepool | 22 March 1939 | New Brighton | 4 | - | 3 | Wrexham | 903 | Sandheys Park, New Brighton (aet) | Semi-finals
| 29 March 1939 | Bradford City | 5 | - | 2 | Hartlepools United | 1,125 | Valley Parade, Bradford | 19 April 1939 | New Brighton | 0 | - | 0 | Accrington Stanley | 2,000 | Sandheys Park, New Brighton | Replay
| 26 April 1939 | Accrington Stanley | 2 | - | 0 | New Brighton | 1,400 | Peel Park, Accrington | Final | 1 May 1939 | Bradford City | 3 | - | 0 | Accrington Stanley | 3,117 | Valley Parade, Bradford |
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