| wednesday february 3 - 08:24 |  Eston and South Bank City [6] | 4-0 | Exeter City #4 [0] |
| wednesday february 3 - 08:26 | Swanley #2 [1] | 1-3 | Corby City [1] |
| wednesday february 3 - 10:21 | Kettering United #2 [3] | 1-5 | Lofthouse [1] |
| wednesday february 3 - 13:41 | Cheltenham City #6 [6] | 1-3 | Cramlington Town [6] |
| wednesday february 3 - 14:20 | Carlton City #2 [2] | 2-2 | Nottingham United #2 [1] |
| wednesday february 3 - 18:36 | Blackburn #8 [1] | 5-0 | Leicester City #6 [0] |
| wednesday february 3 - 19:18 | Gosport [3] | 1-3 | FC Robank [4] |
| wednesday february 3 - 20:40 | Nottingham United #8 [3] | 1-3 | Felixstowe United #2 [4] |
| wednesday february 3 - 22:18 | Huntingdon United [6] | 1-3 | Rushden United [6] |
| wednesday february 3 - 22:41 | Luton United #4 [0] | 1-6 | Royal Tunbridge Wells City [1] |
