A gubernatorial election was held in Virginia on February 11, 1840. The Whig speaker of the Virginia House of Delegates Thomas Walker Gilmer defeated the Democratic former member of the Virginia House of Delegates from Rockbridge County James McDowell.

The Whigs were the largest party in the legislature following the 1839 state elections, while the Conservatives held the balance of power despite losing 11 seats. Both parties determined to cooperate in the gubernatorial election in order to defeat the Democratic candidate. A caucus of the Democratic members of the legislature met prior to the election and nominated McDonnell, who was popular with voters in Western Virginia. McConnell had previously sought to succeed William Cabell Rives in the United States Senate, but lost his bid for the Democratic nomination due to his past support for the abolition of slavery.

The election was conducted by the Virginia General Assembly in joint session. No candidate had a majority on the first ballot, requiring eight consecutive rounds of voting. Gilmer was elected with a majority on the eighth ballot.

General election + 1840 Virginia gubernatorial election Party Candidate Ballot 1st 2nd 3rd 4th 5th 6th 7th 8th Whig Thomas Walker Gilmer 77 79 79 80 82 82 82 83 Democratic James McDowell 66 76 80 80 80 52 40 50 Democratic Joseph S. Watkins 18 7 1colspan=2 11colspan=2 Conservative William M. Peyton 1 1 1 1colspan=4 Democratic John Rutherfoord 1colspan=7 Democratic Andrew Beirnecolspan=2 1colspan=5 Democratic Joseph H. Samuelscolspan=2 1colspan=5 Whig Lewis Summerscolspan=2 1colspan=5 colspan=2 Edwin S. Duncancolspan=3 1colspan=4 Democratic John Winston Jonescolspan=3 1colspan=3 1 Democratic Philip N. Nicholascolspan=3 1 19 41 11 Democratic John Brockenbroughcolspan=4 2colspan=3 Whig Thomas H. Baylycolspan=6 1 1

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