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"California faces challenges unlike any other time in its history -- a weak and faltering economy, massive job losses, and an exploding state budget deficit," Whitman said in a written statement.
"California is better than this, and I refuse to stand by and watch it fail," she said.
Whitman announced she was forming an exploratory committee and hiring a team of more than two dozen advisors, including several veterans of Schwarzenegger campaigns.
Former Governor Pete Wilson was named Whitman's campaign chairman.
Whitman's announcement would set off a battle between Silicon Valley moguls for the 2010 Republican nomination, analysts said.
Whitman's chief rival for the party nomination is state Insurance Commissioner Steve Poizner, also a high-tech tycoon. Another Republican exploring a run is a former Silicon Valley congressman, Tom Campbell, now an economics professor at University of California in Berkeley.
On the Democratic side, Los Angeles Mayor Antonio Villaraigosa is weighing whether to join the race after his likely reelection next month. U.S. Senator Dianne Feinstein has not ruled out a run for the Democratic nomination.