During the 1998–99 English football season, Brentford competed in the Football League Third Division. The club finished the season as champions after victory over runners-up Cambridge United on the final day.

After relegation to the Third Division at the end of the previous season, the ownership of Brentford changed hands for the second time in two summers, with Ron Noades taking over the club as owner and chairman. Noades installed himself as manager and appointed a three-man coaching team of Ray Lewington, Terry Bullivant and Brian Sparrow. Nearly £1.5 million was spent on new players to assemble almost an entirely new starting lineup, with goalkeeper Jason Pearcey, defenders Danny Boxall, Darren Powell, Rob Quinn and Hermann Hreiðarsson (the club's then-record £750,000 signing), midfielders Martin Rowlands and Tony Folan and forwards Lloyd Owusu and Darren Freeman added to the ranks.

9 wins in the opening 13 league matches put the Bees firmly in control at the top of the table, though three successive defeats in the midst of the run temporarily dropped the club back to 7th. There was some early-season excitement in the League Cup, with First Division West Bromwich Albion being demolished 3–0 in the first round second leg to set up a two-legged tie with Premier League Tottenham Hotspur in the second round. Two 3–2 defeats (in both of which Brentford took the lead) ended the cup run, with memorable goals being scored by Andy Scott, Darren Freeman and Lloyd Owusu.

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