| Start | Car No. | Driver | Car Name | Entrant | Chassis/Engine | Qualifying Speed |
|---|---|---|---|---|---|---|
| 1 | 23 | Jerry Hoyt | Jim Robbins Spl. | Jim Robbins | Stevens - Offenhauser | 140.045 mph |
| 2 | 10 | Tony Bettenhausen | Chapman Spl. | H.A. Chapman | KK500C - Offenhauser | 139.985 mph |
| 3 | 3 | Jack McGrath | Hinkle Spl. | Jack B. Hinkle | KK500C - Offenhauser | 142.580 mph |
| 4 | 14 | Fred Agabashian | Federal Engineering Spl. | Federal Auto Associates | KK500D - Offenhauser | 141.933 mph |
| 5 | 4 | Bill Vukovich | Hopkins Spl. | Lindsey Hopkins | KK500C - Offenhauser | 141.071 mph |
| 6 | 8 | Sam Hanks | Jones & Maley Spl. | Cars Inc. | KK500C - Offenhauser | 140.187 mph |
| 7 | 77 | Walt Faulkner | Merz Engineering Spl. | Merz Engineering Inc. | KK500C - Offenhauser | 139.762 mph |
| 8 | 19 | Andy Linden | Massaglia Spl. | Joseph Massaglia Jr. | KK4000D - Offenhauser | 139.098 mph |
| 9 | 22 | Cal Niday | D-A Lubricants Spl. | Racing Associates | KK500B - Offenhauser | 140.302 mph |
| 10 | 15 | Jimmy Davies | Bardahl Spl. | Pat Clancy | KK500B - Offenhauser | 140.274 mph |
| 11 | 1 | Jimmy Bryan | Dean Van Lines Spl. | A.E. Dean | Kuzma - Offenhauser | 140.160 mph |
| 12 | 89 | Pat Flaherty | Dunn Engineering Spl. | Harry Dunn | KK500B - Offenhauser | 140.149 mph |
| 13 | 37 | Eddie Russo | Dr. Sabourin Spl. | Dr. R.N. Sabourin R.C. | Allen - Offenhauser | 140.116 mph |
| 14 | 6 | Bob Sweikert | John Zink Spl. | John Zink | KK500D - Offenhauser | 139.996 mph |
| 15 | 5 | Jimmy Reece | Malloy Spl. | Emmett J. Malloy | Pankratz - Offenhauser | 139.991 mph |
| 16 | 71 | Al Herman | Martin Brothers Spl. | T.W. & W.T. Martin | Silnes - Offenhauser | 139.996 mph |
| 17 | 48 | Jimmy Daywalt | Sumar Spl. | Chapman S. Root | Kurtis - Offenhauser | 139.416 mph |
| 18 | 98 | Duane Carter | Agajanian Spl. | J.C. Agajanian | Kuzma - Offenhauser | 139.330 mph |
| 19 | 29 | Pat O'Connor | Anstead Rotary Spl. | Rotary Engineering Corp. | KK500D - Offenhauser | 139.195 mph |
| 20 | 33 | Jim Rathmann | Belond Miracle Power Spl. | So. California Muffler Co. | Epperly - Offenhauser | 138.707 mph |
| 21 | 12 | Don Freeland | Bob Estes Spl. | Bob Estes | Phillips - Offenhauser | 139.866 mph |
| 22 | 42 | Al Keller | Sam Traylor Spl. | Samuel W. Traylor III | KK2000D - Offenhauser | 139.551 mph |
| 23 | 49 | Ray Crawford | Crawford Spl. | Ray Crawford | KK500B - Offenhauser | 139.206 mph |
| 24 | 99 | Art Cross | Belanger Motors Spl. | Murrell Belanger | KK500D - Offenhauser | 138.750 mph |
| 25 | 41 | Chuck Weyant | Federal Engineering Spl. | Federal Automotive Associates | KK3000D - Offenhauser | 138.063 mph |
| 26 | 39 | Johnny Boyd | Sumar Spl. | Chapman S. Root | KK500C - Offenhauser | 136.981 mph |
| 27 | 16 | Johnnie Parsons | Trio Brass Foundry Spl. | Carl L. Anderson | KK500D - Offenhauser | 136.809 mph |
| 28 | 31 | Keith Andrews | McDaniel Spl. | John T. McDaniel | Schroeder - Offenhauser | 136.049 mph |
| 29 | 68 | Ed Elisian | Westwood Gauge & Tool Spl. | M. Pete Wales | KK4000D - Offenhauser | 135.333 mph |
| 30 | 27 | Rodger Ward | Aristo Blue Spl. | E.R. Casale | Kuzma - Offenhauser | 135.049 mph |
| 31 | 81 | Shorty Templeman | Central Excavating Spl. | Pete Salemi | Trevis - Offenhauser | 135.014 mph |
| 32 | 83 | Eddie Johnson | McNamara Spl. | Kalamazoo Sports, Inc. | Trevis - Offenhauser | 134.449 mph |
| 33 | 44 | Johnny Thomson | Schmidt Spl. | Peter Schmidt | Kuzma - Offenhauser | 134.113 mph |
Pole Day time trials were held on Saturday, May 14, under gusty winds and the constant threat of rain. Concerned about the unfavorable conditions, many of the competitors reached a gentlemen's agreement in the garage area to postpone their qualifying attempts until the following day.
With only twenty minutes remaining in the session, however, Jerry Hoyt took to the track. Reportedly unaware of any such agreement, Hoyt completed a four-lap run at 140.045 mph, becoming the only driver to successfully qualify that day and earning the provisional pole position. Moments later, Tony Bettenhausen made an attempt of his own, but a strong gust of wind hampered his run, leaving him qualified in second. Sam Hanks and Pat O'Connor also prepared to make attempts, but neither was able to complete a qualifying run before the session ended.
When Pole Day concluded, it was Jerry Hoyt and Tony Bettenhausen alone atop the qualifying charts.
Qualifying resumed on Sunday under much improved conditions, and most of the drivers who had remained off the track the previous day made their attempts. Jack McGrath proved to be the fastest qualifier of the weekend, posting a four-lap average of 142.580 mph, but because of the qualifying rules in effect, he could do no better than the outside of the front row. Jerry Hoyt's 140.045 mph run from Saturday held up for the pole position despite ranking only eighth-fastest overall—a record for the slowest pole-winning speed relative to the rest of the field.
Late in the day, tragedy struck when Manny Ayulo crashed during a qualifying attempt, reportedly due to a steering failure. He suffered severe injuries and died the following day.
Paul Russo, attempting to qualify the No. 18 Novi for Troy Ruttman, suffered a broken gearbox and was unable to complete his qualifying run. The attempt marked the final appearance of a front-wheel-drive car at the Indianapolis 500.