The victories put Democrats in charge of 28 of the 50 states, reversing the Republicans' margin going into the election. Democratic candidates won Ohio and Massachusetts for the first time in 16 years, while New York Attorney General Eliot Spitzer ended 12 years of Republican rule.

Baltimore Mayor Martin O'Malley won Maryland and former Denver prosecutor Bill Ritter took Colorado.

"What we're seeing is an electorate that's looking for change," said Michael Bocian, a pollster with Greenberg Quinlan Rosner, which has worked on behalf of Democratic candidates.

The Democrats made their gains as the war in Iraq and Washington scandals battered President George W. Bush's party, hindering Republicans' ability to hold longtime strongholds such as Ohio and Colorado or defeat any Democratic incumbents. All but one of the Democrats' gains came in states where a Republican incumbent wasn't running for another term.

"It was clearly a tough night for Republicans across the board," said Phil Musser, executive director of the Republican Governors Association. "The electoral math from the start was absolutely horrible, and we faced an uphill battle from there."

The best news for Republicans may have been retaining three of the four most populous states. Arnold Schwarzenegger was re- elected in California and Rick Perry in Texas. In Florida, Republican Charlie Crist will succeed Jeb Bush, who was barred by term limits from running again.

Schwarzenegger's re-election crowned a yearlong comeback in which he won Democratic and independent support by championing environmental causes and deflecting Democratic opponent Phil Angelides' efforts to link him to President Bush.

"I love doing sequels, but this without a doubt is my favorite sequel," Schwarzenegger said in a victory speech at the Beverly Hilton Hotel in Beverly Hills.

Crist won by promising to "continue the Jeb Bush legacy" in Florida, where the president's younger brother remains popular. Texas Governor Rick Perry, a Republican, had just 39 percent of the vote with 91 percent of precincts counted. It was enough to beat three opponents — a Democrat, a Republican- turned-independent and a second independent, comic singer and writer Kinky Friedman.

Republicans headed into the contest defending 22 of the 36 offices that were up for election, nine of them with incumbents who already were leaving office. Democrats held on to Iowa, the only seat where it lacked an incumbent. The Republicans had been in the majority since 1994, when the party also won the U.S. House of Representatives.

Democrat Deval Patrick, a former Coca-Cola Co. executive and assistant U.S. attorney general under President Bill Clinton, won Massachusetts, which will make him only the second black elected governor in U.S. history. He will replace Governor Mitt Romney, a Republican presidential hopeful who has been perceived as disparaging his home state on his travels around the country, which hurt Republican Lieutenant Governor Kerry Healey's bid to replace him.

In Ohio, U.S. Representative Ted Strickland defeated Ohio's Secretary of State Kenneth Blackwell, seizing on the corruption scandals surrounding sitting Republican incumbent Robert Taft.

Spitzer, who gained national fame as a scourge of Wall Street wrongdoers, defeated Republican challenger John Faso by vowing to overhaul New York state government with the same zeal he brought to investigating the financial industry.

"At times in my life, I have been known as the people's lawyer," the Democrat told his supporters. "I fully intend to serve this state as a people's governor." Incumbent George Pataki didn't seek a fourth term.

Maryland's O'Malley made an issue of his experience curbing crime and improving schools in Maryland's biggest city to win his race against Republican Robert Ehrlich, the incumbent in a heavily Democratic state.

As the top elected officials in their states, governors oversee budgets of more than $1 trillion a year and can use their craft policies on issues such as health care or global warming that can have a national impact. They also may become contenders for the White House, where four of the last five presidents were ex-governors.

Democratic held off challenges in all 14 states they currently control, including Wisconsin and Oregon. Former Pittsburgh Steelers wide receiver Lynn Swann lost by a wide margin to Democratic Pennsylvania Governor Edward Rendell, who reaped the advantages of low unemployment in his state and a budget surplus.

In Michigan, Republican Dick DeVos, former head of the Amway Corp., failed in his bid to take advantage of the state's battered economy to unseat Democratic Governor Jennifer Granholm.

Democrats attacked DeVos's record at Amway, saying he cut workers in Michigan while creating jobs in China and avoided having his business pay its fair share of U.S. taxes.

Democrats also retained the governorships of Maine, New Hampshire, Tennessee, New Mexico, Arizona, Illinois, Wyoming, Oklahoma, Kansas, Wisconsin and Iowa, while picking up Arkansas.

Other states held by Republicans include Alabama, Alaska, Georgia, Connecticut, Hawa'ii, Vermont, Rhode Island, South Dakota, Minnesota, Idaho, Nevada and Nebraska.

Democrats and Republicans both say that the Democrats gained from the discontent with Washington that typically takes a back seat in governorships fought over issues of roads, schools and regional economies.