Tuesday 31 March 1964 at Bramall Lane (Att 16,674)

Sheffield United (2) 4 (Pace 10, Allchurch 38, Pace 72, Jones 86): Hodkinson, Badger, G Shaw, Richardson, Finnigan, Matthewson, Allchurch, Wagstaff, Pace, Jones, Simpson.
Wolves (2) 3 (Melia 17, Crawford 32 84): Davies, Showell, Thomson, Flowers, Woodfield, Woodruff, Wharton, Melia, Crawford, Crowe, le Flem.

Referee: Mr F Schofield (Morecombe).
Order of Goals: s,W,W,s,s,W,s.
Injury: Goalkeeper Fred Davies received ligament damage to his right ankle five minutes in the second-half. He was replaced in goal by Ray Crawford until his return some thirteen minutes later.
Landmark: Jimmy Melia nets his first Wolves goal.
Position: 16th.