Bill Shoemaker, who had ridden Sword Dancer to a win in the Stepping Stone Purse a week before the Kentucky Derby, had already agreed to ride Tomy Lee in the Derby. Early on, Tomy Lee was involved in a speed duel with Troilus, and won it, so when Sword Dancer made his move under Bill Boland, Shoemaker thought Tomy Lee was spent and Sword Dancer might take the Derby. Seeing Boland come up, he called, "Good luck, I hope you win it." Sword Dancer took over the lead by half a length, but Tomy Lee came on again in mid stretch, behind by only a head. The horses bumped several times. At the wire, Tomy Lee won by a nose. Boland claimed a foul, but the judges disallowed it after deliberating for 17 minutes. First Landing came in third, three and a half lengths behind these two, and Royal Orbit, who went on to win the Preakness Stakes that year, came from last to fourth. Fifth was Silver Spoon, the first filly to enter the Derby since 1945 and the last until 1980.