In the 1965 Virginia gubernatorial election, incumbent Governor Albertis Harrison, a Democrat, was unable to seek re-election due to term limits. Linwood Holton, an attorney from Roanoke, was nominated by the Republican Party to run against Democratic Lieutenant Governor of Virginia Mills Godwin.
George Lincoln Rockwell, an avowed white supremacist and founder/leader of the American Nazi Party, ran as an independent candidate.
Godwin won the election with a plurality over Holton and Story. Story's strength mainly came at the expense of the Democrats as counties in Eastern Virginia that had been won by Democrats with sixty to seventy percent shrank to forty or fifty percent. Story ran best in the Piedmont region of the state, while Holton ran best in the traditionally Republican Shenandoah Valley and Southwest Virginia.
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