In 1938 the Gills finished bottom of the now-regionalised Third Division South once more, and were required to apply for re-election to the Football League for the fifth time since joining it in 1920. This time the club's bid for re-election failed, with Ipswich Town registering 36 votes to Gillingham's 28 and being promoted into the League. At the time it was considered a distinct possibility that Gillingham, saddled with heavy debts incurred during the preceding unsuccessful seasons, might not survive, but the club carried on, and returned to the Southern League the following season, albeit without manager Alan Ure, who was replaced by Bill Harvey.