The papal conclave of May 1605 was convened on the death of Pope Leo XI and ended with the election of Camillo Borghese as Pope Paul V on 16 May 1605. It was the second of two papal conclaves in 1605, with Leo dying on 27 April 1605, twenty-six days after he was elected in the March–April 1605 conclave.

Pope Nicholas II had reserved the right to elect the pope to the cardinal bishops, priests, and deacons of Rome in 1059. The cardinal bishops were the highest rank, being the bishops of the ancient suburbicarian dioceses. Cardinal priests ranked next, serving as the titular head of historically important churches in Rome. Last ranked the cardinal deacons, who were nominally assigned one of the ancient diaconia where traditionally deacons had administered the material possessions of the Church of Rome. Cardinals were required to have been ordained at least to the rank of their order within the College of Cardinals, but could also be ordained to a higher order.

In 1586, Pope Sixtus V had mandated that the maximum number of cardinals be seventy. Of these, the College of Cardinals had sixty-nine total members at the time of Clement VIII's death. Following Leo's election, Girolamo Agucchi had also died on 27 April, the same day as Leo, reducing the total number of cardinals in the college by two. The electors present had been created by six different popes: Pius IV, Gregory XIII, Sixtus V, Gregory XIV, Innocent IX, and Clement VIII. Clement's creations were the most numerous, as he had created thirty-nine of the cardinal electors. Innocent IX had created one of the conclave's electors, Gregory XIV had created five, Sixtus V had created eleven, Gregory XIII had created three, and Pius IV had created one.

Cardinal electors

Fifty-nine total cardinals entered the conclave, and Paolo Emilio Zacchia and Carlo Gaudenzio Madruzzo participated in the conclave, assenting to the final vote, but did not enter the proceedings because they were sick.

Name RankCreated cardinal by NationalitySourcesTolomeo GallioBishop Pius IV ItalianFrançois de Joyeuse Bishop Gregory XIII FrenchDomenico Pinelli Bishop Sixtus VItalianGirolamo BernerioBishop Sixtus VItalianAgostino Valier Priest Gregory XIII ItalianAntonio Maria Gallo Priest Sixtus V Italian Antonmaria Sauli Priest Sixtus V Italian Benedetto Giustiniani Priest Sixtus V Italian Giovanni Evangelista Pallotta Priest Sixtus V Italian Federico Borromeo Priest Sixtus V Italian Francesco Maria del Monte Priest Sixtus V Italian Gregorio Petrocchini Priest Sixtus V Italian Mariano Pierbenedetti Priest Sixtus V Italian Paolo Emilio Sfondrati Priest Gregory XIV Italian Ottavio Paravicini Priest Gregory XIV Italian Ottavio d'Aquaviva d'Aragona Priest Gregory XIV ItalianFlaminio Piatti Priest Gregory XIV ItalianGiovanni Antonio Facchinetti de Nuce Priest Innocent IX Italian Pietro AldobrandiniPriest Clement VIII ItalianFrancesco Maria Tarugi Priest Clement VIII Italian Ottavio Bandini Priest Clement VIII Italian Anne d'Escars de Givry Priest Clement VIII French Giovanni Francesco Biandrate di San Giorgio AldobrandiniPriest Clement VIII Italian Camillo BorghesePriest Clement VIII Italian Caesar Baronius Priest Clement VIII Italian Lorenzo Bianchetti Priest Clement VIII Italian Francisco de ÁvilaPriest Clement VIII Spanish Francesco Mantica Priest Clement VIII Italian Pompeio Arrigoni Priest Clement VIII Italian Bonifazio Bevilacqua Aldobrandini Priest Clement VIII Italian Alfonso Visconti Priest Clement VIII Italian Domenico Toschi Priest Clement VIII ItalianPaolo Emilio ZacchiaPriest Clement VIII Italian Franz von DietrichsteinPriest Clement VIII German Robert Bellarmine Priest Clement VIII Italian François de Sourdis Priest Clement VIII French Séraphin Olivier-Razali Priest Clement VIII French Domenico Ginnasi Priest Clement VIII Italian Antonio Zapata y Cisneros Priest Clement VIII Spanish Filippo Spinelli Priest Clement VIII Italian Carlo ContiPriest Clement VIII Italian Carlo Gaudenzio Madruzzo Priest Clement VIII German Jacques Davy Duperron Priest Clement VIII French Innocenzo del Bufalo-Cancellieri Priest Clement VIII Italian Giovanni Delfino Priest Clement VIII Italian Giacomo Sannesio Priest Clement VIII ItalianGirolamo Pamphili Priest Clement VIII Italian Ferdinando Taverna Priest Clement VIII Italian Anselmo Marzato Priest Clement VIII Italian Erminio Valenti Priest Clement VIII ItalianFrancesco Sforza Deacon Gregory XIII Italian Alessandro Peretti di Montalto Deacon Sixtus V ItalianOdoardo Farnese Deacon Gregory XIV Italian Cinzio Passeri Aldobrandini Deacon Clement VIII Italian Bartolomeo Cesi Deacon Clement VIII Italian Andrea Baroni Peretti Montalto Deacon Clement VIII Italian Alessandro d'Este Deacon Clement VIII ItalianGiovanni Battista Deti Deacon Clement VIII Italian Silvestro Aldobrandini Deacon Clement VIII Italian Giovanni Andrea Doria Deacon Clement VIII Italian Carlo Emanuele Pio di Savoia Deacon Clement VIII Italian

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