This is a list of members of the Victorian Legislative Assembly from 1937 to 1940, as elected at the 1937 state election.
1 In April 1938, the Country member for 
Ouyen, Albert Bussau, resigned to take up an appointment as Agent-General for Victoria in London. Country candidate 
Keith Dodgshun was elected unopposed as his replacement in May 1938.
2 On 29 April 1938, the Labor member for 
Geelong, 
William Brownbill, died. His widow, Labor candidate 
Fanny Brownbill, won the resulting by-election on 4 June 1938, becoming the first woman Labor MP in Victoria.
3 On 18 September 1938, the Independent member for 
Gippsland North, 
James McLachlan, died. Country candidate Alexander Borthwick won the resulting by-election on 5 November 1938.
4 On 6 May 1939, the UAP member for 
Hawthorn, 
John Austin Gray, died. UAP candidate 
Les Tyack won the resulting by-election on 10 June 1939.