During the 1964–65 English football season, Brentford competed in the Football League Third Division. Despite topping the table between September and October 1964, the worst away record in the division and a change of managers in January 1965 derailed the club's promotion charge.

After a disappointing first season back in the Third Division, Brentford chairman Jack Dunnett again allowed manager Malky MacDonald significant funds for new signings. £18,000 was spent on inside forward Jimmy Bloomfield (who returned to Griffin Park after a decade away) and Newport County's journeyman forward Joe Bonson. The team began the season in good form, winning six and drawing one of the first 9 matches to sit atop the Third Division table. The early season goalscoring form of Joe Bonson meant that Billy McAdams, previously a regular scorer for the team, was seen as surplus to requirements and sold to local rivals Queens Park Rangers for £5,000. With the Bees establishing themselves in the promotion places, £29,000 was spent on forwards Billy Cobb and Ian Lawther in October and November 1964. As a sign of chairman Dunnett's aim to secure promotion at all costs, a massive £40,000 bid for Torino's Gerry Hitchens was tabled but unsuccessful.

Despite a solid home record and regular goals from front players Cobb, Bonson, Lazarus, Lawther and Fielding, a failure to convert away defeats into draws dropped the Bees back into 4th place by January 1965. The FA Cup was exited after a third round replay defeat at the hands of First Division Burnley and a matter of days later, manager Malky MacDonald revealed that he would leave Brentford at the end of the season to return to Kilmarnock, from whom he had originally joined the club in 1957. MacDonald intended to see out the remainder of his contract, which expired at the end of the season, but he was immediately placed on gardening leave by chairman Jack Dunnett and replaced on an interim basis by trainer Tommy Cavanagh. Cavanagh won four and drew two of his first 10 matches, but a 2–0 away defeat to Scunthorpe United on 26 March emphasised the team's poor away record and effectively ended any chances of promotion. Despite the blow, the team reacted positively, winning five and drawing two of the remaining eight matches of the season to secure a 5th-place finish. Brentford's 18 wins, 4 draws and 1 defeat at home was the best home record in the Third Division (and also club's best home record in a single season since the Second World War) and promotion may have been attained had the team not lost five consecutive away matches in mid-season. Just one league win away from home equalled the club record.

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