Democrat Jerry Brown was sworn in Monday as California's 39th governor, taking over from Republican Arnold Schwarzenegger who left the office with a huge deficit for the golden state.

"The year ahead will demand courage and sacrifice," Brown said after taking the oath of office from California Supreme Court Justice Tani Cantil-Sakauye inside Sacramento Memorial Auditorium.

Former governors Arnold Schwarzenegger and Gray Davis were among the dignitaries in attendance.

Brown, 72, said the choices facing California's 38.8 million people are painful ones, apparently referring to the state's huge deficit.

California has faced several years of deep budget deficits and is confronting another estimated at 28 billion dollars through June 2012.

California's pioneering spirit will help the state overcome its awful financial condition, said Brown.

"The people of California have not lost their pioneering spirit or their capacity to meet life's challenges," he said.

"It is not just my family, but every Californian is heir to some form of powerful tradition, some history of overcoming challenges much more daunting that the ones we face today," he said.

The budget will require "difficult decisions," he said, adding that "At this stage in my life, I have not come here to embrace delay or denial."

This was Brown's third inauguration as governor. Brown is only the second person to serve three terms as California governor.

He last held the governorship between 1975 and 1983.