The Baltimore Colts finished the 1964 regular season with a record of 12–2 and handily won the Western Conference for the first time since 1959, clinching the title with three games remaining; the runner-up Green Bay Packers were at 8–5–1. The Colts were led by second-year head coach Don Shula and quarterback Johnny Unitas. This was the Colts' third NFL championship game appearance since joining the National Football League in 1953, seeking to win their first since repeating in 1959.
The Cleveland Browns finished the regular season with a record of 10–3–1, winning the Eastern Conference by a half game over the St. Louis Cardinals at 9–3–2. The Browns were led by their head coach Blanton Collier, quarterback , running back Jim Brown, and receivers and Paul Warfield. This was the Browns' eighth NFL championship game appearance since joining the NFL in 1950, and the first since 1957.
Ticket prices for the championship game were six, eight, and ten dollars, and the Colts were seven-point favorites on the road.