The 1964 Massachusetts gubernatorial election was held on November 3, 1964. Former Governor John A. Volpe was elected to a two-year term. He defeated former Lieutenant Governor Francis X. Bellotti in the general election. 
The race between Volpe and Bellotti was the first time in Massachusetts history that the two major parties backed sons of Italian immigrants for Governor. 
This was the final election held before Governor's Term of office was extended from two to four years.
Incumbent governor Endicott Peabody was challenged by Lieutenant Governor Francis X. Bellotti, Middlesex County District Attorney John J. Droney, and Perennial candidate Pasquale Caggiano. 
Bellotti won the primary despite Peabody having the backing of most of the Party leadership, including Peabody's longtime close friend, Senator Ted Kennedy. 
Volpe ran unopposed in the Republican primary.
General election 
Volpe defeated Bellotti by less than 25,000 votes. Volpe's victory came in a year in which Democrats gained seats in the United States House of Representatives and Senate and Lyndon Johnson won the Presidential election in a landslide. 
Former United States Attorney Elliot L. Richardson defeated executive councillor John W. Costello in the race for Lt. Governor.