War clouds were now gathering. The same captaincy team continued although Reg Smith resigned as vice-captain early in the New Year and was replaced by Dr Euan Campbell. There was the usual number of changes in the side. Pip Moore was on the move again and this time he went to Rugby where he might have done well but for the War. T.L. "Trudge" Davies, an excellent scrum half joined the club and could have had a good career but was killed in the conflict. W. Horwill was a full back who came from Plymouth and R.G.H. Ring was a good wing-three-quarter. R.S. Cartwright, N.J. King and J. Bolton came into the forwards.

It was a pretty average season, with the first-XV having an even record; well down on previous seasons, although it appears that the fixture list was much stronger as a result of our earlier good results. Among the highlights were games against Kenilworth and Stratford and whilst we lost again to our nearest neighbours, we beat Stratford easily by 24-0. Other good results included a draw and a win against Northampton Wanderers and a record 49-3 thrashing of Old Warwickians towards the end of the season. The line-up against the old boys was - F. Thacker, W. Boyce, F.R. Bell, E.D.O. Campbell, R.G.H. Ring, W.W. Reading, T.L. Davies, R.S. Cartwright, S. Duce, D.A. Collett, A.P. Gilbert, J. Bolton, P. Williams, T. Commander, T.L. Wilson-Jerrim

Apart from their early season games, the second XV's record for the season cannot be traced, but the few results available indicate they had a poor season. We were losing finalists for the second time in the Rugby Sevens at the end of the season, beating Rugby St Andrews 12-6 and St. Oswald's (Bilton) 5-0, before losing 0-3 to Rugby in the final. The seven was Thacker, Ring, Bell, Campbell, Bolton, K. Wakefield and Commander

Apart from the threat of War and what this would mean to the club's activities, the search for better changing accommodation was the main issue at the time and this eventually resulted in an approach to the Council for permission to build our own changing room on a piece of land belonging to them at the Avenue Road entrance to Victoria Park, opposite the park Superintendant's lodge. The cost of the project was estimated at £30 and a second-hand sectional building and other materials were duly purchased and in anticipation of the coming season, work began on preparing the foundations during the summer of 1939.