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| 1st(1st leg) | Darlington FC | - | Stockton FC | 2:0 | ||
| 2nd (2nd leg) | Stockton FC | - | Darlington FC | 1:4 | ||
| 1st(1st leg): 17/11/1945 | 2nd (2nd leg): 24/11/1945 | Winner: Darlington FC | ||||
| 1st(1st leg) | Barnet FC | - | Queens Park Rangers | 2:6 | ||
| 2nd (2nd leg) | Queens Park Rangers | - | Barnet FC | 2:1 | ||
| 1st(1st leg): 17/11/1945 | 2nd (2nd leg): 24/11/1945 | Winner: Queens Park Rangers | ||||
| 1st(1st leg) | Barrow AFC | - | Netherfield | 1:0 | ||
| 2nd (2nd leg) | Netherfield | - | Barrow AFC | 2:2 | ||
| 1st(1st leg): 17/11/1945 | 2nd (2nd leg): 24/11/1945 | Winner: Barrow AFC | ||||
| 1st(1st leg) | Bath City FC | - | Cheltenham Town | 3:2 | ||
| 2nd (2nd leg) | Cheltenham Town | - | Bath City FC | 0:2 | ||
| 1st(1st leg): 17/11/1945 | 2nd (2nd leg): 24/11/1945 | Winner: Bath City FC | ||||
| 1st(1st leg) | Sutton United | - | Walthamstow Ave | 1:4 | ||
| 2nd (2nd leg) | Walthamstow Ave | - | Sutton United | 7:2 | ||
| 1st(1st leg): 17/11/1945 | 2nd (2nd leg): 24/11/1945 | Winner: Walthamstow Ave | ||||
| 1st(1st leg) | Watford FC | - | Southend United | 1:1 | ||
| 2nd (2nd leg) | Southend United | - | Watford FC | 0:3 | ||
| 1st(1st leg): 17/11/1945 | 2nd (2nd leg): 24/11/1945 | Winner: Watford FC | ||||
| 1st(1st leg) | Marine AFC | - | Stalybridge Celtic | 4:0 | ||
| 2nd (2nd leg) | Stalybridge Celtic | - | Marine AFC | 3:3 | ||
| 1st(1st leg): 17/11/1945 | 2nd (2nd leg): 24/11/1945 | Winner: Marine AFC | ||||
| 1st(1st leg) | Reading FC | - | Aldershot FC | 3:0 | ||
| 2nd (2nd leg) | Aldershot FC | - | Reading FC | 7:3 | ||
| 1st(1st leg): 17/11/1945 | 2nd (2nd leg): 24/11/1945 | Winner: Aldershot FC | ||||
| 1st(1st leg) | Wisbech Town | - | Ipswich Town | 0:3 | ||
| 2nd (2nd leg) | Ipswich Town | - | Wisbech Town | 5:0 | ||
| 1st(1st leg): 17/11/1945 | 2nd (2nd leg): 24/11/1945 | Winner: Ipswich Town | ||||
| 1st(1st leg) | Notts County | - | Bradford City | 2:2 | ||
| 2nd (2nd leg) | Bradford City | - | Notts County | 1:2 | ||
| 1st(1st leg): 17/11/1945 | 2nd (2nd leg): 24/11/1945 | Winner: Notts County | ||||
| 1st(1st leg) | Crewe Alexandra | - | Wrexham AFC | 4:2 | ||
| 2nd (2nd leg) | Wrexham AFC | - | Crewe Alexandra | 3:0 | ||
| 1st(1st leg): 17/11/1945 | 2nd (2nd leg): 24/11/1945 | Winner: Wrexham AFC | ||||
| 1st(1st leg) | Swindon Town | - | Bristol Rovers | 1:0 | ||
| 2nd (2nd leg) | Bristol Rovers | - | Swindon Town | 4:1 | ||
| 1st(1st leg): 17/11/1945 | 2nd (2nd leg): 24/11/1945 | Winner: Bristol Rovers | ||||
| 1st(1st leg) | Shrewsbury Town | - | Walsall FC | 5:0 | ||
| 2nd (2nd leg) | Walsall FC | - | Shrewsbury Town | 4:1 | ||
| 1st(1st leg): 17/11/1945 | 2nd (2nd leg): 24/11/1945 | Winner: Shrewsbury Town | ||||
| 1st(1st leg) | Doncaster Rovers | - | Rotherham United | 0:1 | ||
| 2nd (2nd leg) | Rotherham United | - | Doncaster Rovers | 2:1 | ||
| 1st(1st leg): 17/11/1945 | 2nd (2nd leg): 24/11/1945 | Winner: Rotherham United | ||||
| 1st(1st leg) | Stockport County | - | Rochdale AFC | 1:2 | ||
| 2nd (2nd leg) | Rochdale AFC | - | Stockport County | 1:1 | ||
| 1st(1st leg): 17/11/1945 | 2nd (2nd leg): 24/11/1945 | Winner: Rochdale AFC | ||||
| 1st(1st leg) | Chorley FC | - | Accrington Stanley | 2:1 | ||
| 2nd (2nd leg) | Accrington Stanley | - | Chorley FC | 2:0 | ||
| 1st(1st leg): 17/11/1945 | 2nd (2nd leg): 24/11/1945 | Winner: Accrington Stanley | ||||
| 1st(1st leg) | Trowbridge Town | - | Exeter City | 1:3 | ||
| 2nd (2nd leg) | Exeter City | - | Trowbridge Town | 7:2 | ||
| 1st(1st leg): 17/11/1945 | 2nd (2nd leg): 24/11/1945 | Winner: Exeter City | ||||
| 1st(1st leg) | Northampton Town | - | Chelmsford City | 5:1 | ||
| 2nd (2nd leg) | Chelmsford City | - | Northampton Town | 0:5 | ||
| 1st(1st leg): 17/11/1945 | 2nd (2nd leg): 24/11/1945 | Winner: Northampton Town | ||||
| 1st(1st leg) | South Liverpool | - | Tranmere Rovers | 1:1 | ||
| 2nd (2nd leg) | Tranmere Rovers | - | South Liverpool | 6:1 | ||
| 1st(1st leg): 17/11/1945 | 2nd (2nd leg): 24/11/1945 | Winner: Tranmere Rovers | ||||
| 1st(1st leg) | Brighton & Hove Albion | - | Romford FC | 3:1 | ||
| 2nd (2nd leg) | Romford FC | - | Brighton & Hove Albion | 1:1 | ||
| 1st(1st leg): 17/11/1945 | 2nd (2nd leg): 24/11/1945 | Winner: Brighton & Hove Albion | ||||
| 1st(1st leg) | Carlisle United | - | North Shields FC | 5:1 | ||
| 2nd (2nd leg) | North Shields FC | - | Carlisle United | 2:3 | ||
| 1st(1st leg): 17/11/1945 | 2nd (2nd leg): 24/11/1945 | Winner: Carlisle United | ||||
| 1st(1st leg) | Mansfield Town | - | Gainsborough Trinity | 3:0 | ||
| 2nd (2nd leg) | Gainsborough Trinity | - | Mansfield Town | 4:2 | ||
| 1st(1st leg): 17/11/1945 | 2nd (2nd leg): 24/11/1945 | Winner: Mansfield Town | ||||
| 1st(1st leg) | Willington AFC | - | Bishop Auckland FC | 0:5 | ||
| 2nd (2nd leg) | Bishop Auckland FC | - | Willington AFC | 0:2 | ||
| 1st(1st leg): 17/11/1945 | 2nd (2nd leg): 24/11/1945 | Winner: Bishop Auckland FC | ||||
| 1st(1st leg) | Port Vale FC | - | Wellington Town | 4:0 | ||
| 2nd (2nd leg) | Wellington Town | - | Port Vale FC | 0:2 | ||
| 1st(1st leg): 17/11/1945 | 2nd (2nd leg): 24/11/1945 | Winner: Port Vale FC | ||||
| 1st(1st leg) | Halifax Town | - | York City | 1:0 | ||
| 2nd (2nd leg) | York City | - | Halifax Town | 4:2 | ||
| 1st(1st leg): 17/11/1945 | 2nd (2nd leg): 24/11/1945 | Winner: York City | ||||
| 1st(1st leg) | Southport FC | - | Oldham Athletic | 1:2 | ||
| 2nd (2nd leg) | Oldham Athletic | - | Southport FC | 3:1 | ||
| 1st(1st leg): 17/11/1945 | 2nd (2nd leg): 24/11/1945 | Winner: Oldham Athletic | ||||
| 1st(1st leg) | Yeovil & Petters United | - | Bristol City | 2:2 | ||
| 2nd (2nd leg) | Bristol City | - | Yeovil & Petters United | 3:0 | ||
| 1st(1st leg): 17/11/1945 | 2nd (2nd leg): 24/11/1945 | Winner: Bristol City | ||||
| 1st(1st leg) | Torquay United | - | Newport County | 0:1 | ||
| 2nd (2nd leg) | Newport County | - | Torquay United | 1:1 | ||
| 1st(1st leg): 17/11/1945 | 2nd (2nd leg): 24/11/1945 | Winner: Newport County | ||||
| 1st(1st leg) | Lovell's Athletic | - | Bournemouth and Boscombe Athletic | 4:1 | ||
| 2nd (2nd leg) | Bournemouth and Boscombe Athletic | - | Lovell's Athletic | 3:2 | ||
| 1st(1st leg): 17/11/1945 | 2nd (2nd leg): 24/11/1945 | Winner: Lovell's Athletic | ||||
| 1st(1st leg) | Yorkshire Amateur | - | Lincoln City | 1:0 | ||
| 2nd (2nd leg) | Lincoln City | - | Yorkshire Amateur | 5:1 | ||
| 1st(1st leg): 17/11/1945 | 2nd (2nd leg): 24/11/1945 | Winner: Lincoln City | ||||
| 1st(1st leg) | Kettering Town | - | Grantham | 1:5 | ||
| 2nd (2nd leg) | Grantham | - | Kettering Town | 2:2 | ||
| 1st(1st leg): 17/11/1945 | 2nd (2nd leg): 24/11/1945 | Winner: Grantham | ||||
| 1st(1st leg) | Gateshead FC | - | Hartlepools United | 6:2 | ||
| 2nd (2nd leg) | Hartlepools United | - | Gateshead FC | 1:2 | ||
| 1st(1st leg): 17/11/1945 | 2nd (2nd leg): 24/11/1945 | Winner: Gateshead FC | ||||
| 1st(1st leg) | Leyton Orient | - | Newport IOW | 2:1 | ||
| 2nd (2nd leg) | Newport IOW | - | Leyton Orient | 2:0 | ||
| 1st(1st leg): 17/11/1945 | 2nd (2nd leg): 24/11/1945 | Winner: Newport IOW | ||||
| 1st(1st leg) | Bromley FC | - | Slough United | 6:1 | ||
| 2nd (2nd leg) | Slough United | - | Bromley FC | 1:0 | ||
| 1st(1st leg): 21/11/1945 | 2nd (2nd leg): 24/11/1945 | Winner: Bromley FC | ||||
