The 1940 Rose Bowl, played on January 1, 1940, was an American college football bowl game. It was the 26th Rose Bowl Game. The USC Trojans defeated the Tennessee Volunteers 14–0. Ambrose Schindler, the USC quarterback, was named the Rose Bowl Player Of The Game when the award was created in 1953 and selections were made retroactively. USC ended a 23-game Tennessee winning streak and the Trojans scored the first points against the Volunteers all season.

The Rose Bowl committee had both USC and Tennessee on their list and it was likely that USC and Tennessee would play each other. The Volunteers were offered a berth in the Sugar Bowl on November 25. The Volunteers also were in the mix for the 1940 Cotton Bowl, which would have pitted them against the #1 Texas A&M Aggies. But the Rose Bowl committee did not extend official invitations until December 10, 1939.

Tennessee came into the game after shutting out all of their opponents. They were led by two All-American guards, Ed Molinski and Bob Suffridge, however, were forced to play without their star tailback George Cafego, who fell victim to a knee injury against The Citadel earlier in the year. With a 7–0 win in the Auburn game, Tennessee officially was extended an invitation.

The Trojans opened the season against Oregon, tying the Ducks 7–7 with 7:00 minutes remaining in the game. They scored 3 straight shutouts, becoming ranked #8 following the second, a 26–0 win over Illinois. A November 4 game featured #7 USC defeating #11 Oregon State 19–7. On November 25, at Notre Dame, #4 USC defeated the #7 Irish 20–12. A win over Washington by scoring in the last 1:15 set up the very first epic UCLA-USC rivalry matchup.

Kenny Washington, Woody Strode, Jackie Robinson and Ray Bartlett starred on the 1939 UCLA Bruins football team, in which African Americans made up three of the four backfield players. This was a rarity to have so many African Americans when only a few dozen at all played on college football teams. The Bruins also were undefeated, and ranked #9. This was the first UCLA-USC rivalry football game with national implications. It was the first game in the rivalry with the Rose Bowl on the line for both teams. The attendance of 103,303 was the second largest college football crowd ever in the Los Angeles Memorial Coliseum. UCLA attempted a pass on fourth down, instead of kicking a field goal. Bobby Robertson of USC knocked down Ned Matthews’ 4-yard pass in the end zone with less than 5 minutes to play to preserve the tie for USC. The Pacific Coast Conference voted to have USC, with a 7–0–2 record play in the Rose Bowl instead of UCLA with a 6–0–4 record.Art Cohn, sports editor of the Oakland Tribune implied that race may have been a factor in the decision, since teams from the south refused to play against African Americans. After the regular season, the Trojans were named National Champions.

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