The 1989 Mobil Cotton Bowl Classic was a college football bowl game played on January 2, 1989, at the Cotton Bowl in Dallas, Texas. The game was played on January 2, the day after New Year's Day, since New Year's Day fell on a Sunday. The bowl game featured the Arkansas Razorbacks from the Southwest Conference and the UCLA Bruins from the Pacific-10 Conference and was televised in the United States on CBS. Troy Aikman, the UCLA quarterback and LaSalle Harper, an Arkansas linebacker were named the Most Valuable Players of the game.

The 1988 Arkansas Razorbacks football team was undefeated through Southwest Conference play. In the final regular season game, the #3 Miami Hurricanes defeated the Razorbacks 16-18. Arkansas was invited to the Cotton Bowl Classic as the winner of the Southwest Conference. Arkansas played in its first Cotton Bowl Classic since the 1976 Cotton Bowl Classic.

Going into the UCLA-USC rivalry game, UCLA was 9-1 and had been ranked #1 for a couple of weeks earlier. Eric Ball , the 1986 Rose Bowl MVP had a crucial fumble in the UCLA vs Washington State game, when the #1 ranked Bruins were upset at home by the Cougars 34-30. The game was one of the notable ones in the UCLA-USC rivalry in that it was for the Pac-10 championship, a possible Heisman Trophy for either Troy Aikman of UCLA or Rodney Peete of USC. It was also for the Rose Bowl berth. Rodney Peete was found to have measles in the days before the game. USC used a strong ground game and "bend but don't break" defense, in front of the largest Rose Bowl Stadium regular season crowd in history, to beat the Bruins 31-22. The Cotton Bowl Classic agreed to take the team that would not be going to the 1989 Rose Bowl. UCLA was the first Pac-10 team to play in the Cotton Bowl Classic and first from the West Coast since the 1949 Cotton Bowl Classic where the University of Oregon played SMU.

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