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Californian Kelly Petillo qualified his Offy powered car at 121.687 mph - only one mile per hour below track record, and the fastest speed ever turned by a two man car. His qualifying run was soon disqualified because he exceeded the 2.5 gallon qualifying limit by 10 ounces. Kelly blew his engine on his second attempt and finally made it in the field on his third attempt at 115mph and started in 22nd position.

Wilbur Shaw gave chase to Petillo late in the race, but a light rain caused 14 laps near the end to be run under caution. When racing resumed there was not enough time for Shaw to challenge and he finished 40 seconds behind Petillo.

This was the first year and first win for the venerable Offenhauser engine - an engine that would score a whopping 32 Indianapolis 500 victories over 42 years!