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| 1st(1st leg) | Barrow AFC | - | Carlisle United | 4:2 | ||
| 2nd (2nd leg) | Carlisle United | - | Barrow AFC | 3:4 | ||
| 1st(1st leg): 08/12/1945 | 2nd (2nd leg): 15/12/1945 | Winner: Barrow AFC | ||||
| 1st(1st leg) | Bristol City | - | Bristol Rovers | 4:2 | ||
| 2nd (2nd leg) | Bristol Rovers | - | Bristol City | 0:2 | ||
| 1st(1st leg): 08/12/1945 | 2nd (2nd leg): 15/12/1945 | Winner: Bristol City | ||||
| 1st(1st leg) | Grantham | - | Mansfield Town | 1:2 | ||
| 2nd (2nd leg) | Mansfield Town | - | Grantham | 2:1 | ||
| 1st(1st leg): 08/12/1945 | 2nd (2nd leg): 15/12/1945 | Winner: Mansfield Town | ||||
| 1st(1st leg) | Shrewsbury Town | - | Wrexham AFC | 0:1 | ||
| 2nd (2nd leg) | Wrexham AFC | - | Shrewsbury Town | 1:1 | ||
| 1st(1st leg): 08/12/1945 | 2nd (2nd leg): 15/12/1945 | Winner: Wrexham AFC | ||||
| 1st(1st leg) | Bishop Auckland FC | - | York City | 1:2 | ||
| 2nd (2nd leg) | York City | - | Bishop Auckland FC | 3:0 | ||
| 1st(1st leg): 08/12/1945 | 2nd (2nd leg): 15/12/1945 | Winner: York City | ||||
| 1st(1st leg) | Tranmere Rovers | - | Rochdale AFC | 3:1 | ||
| 2nd (2nd leg) | Rochdale AFC | - | Tranmere Rovers | 3:0 | ||
| 1st(1st leg): 08/12/1945 | 2nd (2nd leg): 15/12/1945 | Winner: Rochdale AFC | ||||
| 1st(1st leg) | Queens Park Rangers | - | Ipswich Town | 4:0 | ||
| 2nd (2nd leg) | Ipswich Town | - | Queens Park Rangers | 0:2 | ||
| 1st(1st leg): 08/12/1945 | 2nd (2nd leg): 15/12/1945 | Winner: Queens Park Rangers | ||||
| 1st(1st leg) | Northampton Town | - | Notts County | 3:1 | ||
| 2nd (2nd leg) | Notts County | - | Northampton Town | 3:2 | ||
| 1st(1st leg): 08/12/1945 | 2nd (2nd leg): 15/12/1945 | Winner: Northampton Town | ||||
| 1st(1st leg) | Bromley FC | - | Watford FC | 1:3 | ||
| 2nd (2nd leg) | Watford FC | - | Bromley FC | 1:1 | ||
| 1st(1st leg): 08/12/1945 | 2nd (2nd leg): 15/12/1945 | Winner: Watford FC | ||||
| 1st(1st leg) | Oldham Athletic | - | Accrington Stanley | 2:1 | ||
| 2nd (2nd leg) | Accrington Stanley | - | Oldham Athletic | 3:1 | ||
| 1st(1st leg): 08/12/1945 | 2nd (2nd leg): 15/12/1945 | Winner: Accrington Stanley | ||||
| 1st(1st leg) | Port Vale FC | - | Marine AFC | 3:1 | ||
| 2nd (2nd leg) | Marine AFC | - | Port Vale FC | 1:1 | ||
| 1st(1st leg): 08/12/1945 | 2nd (2nd leg): 15/12/1945 | Winner: Port Vale FC | ||||
| 1st(1st leg) | Newport County | - | Exeter City | 5:1 | ||
| 2nd (2nd leg) | Exeter City | - | Newport County | 1:3 | ||
| 1st(1st leg): 08/12/1945 | 2nd (2nd leg): 15/12/1945 | Winner: Newport County | ||||
| 1st(1st leg) | Lovell's Athletic | - | Bath City FC | 2:1 | ||
| 2nd (2nd leg) | Bath City FC | - | Lovell's Athletic | 2:5 | ||
| 1st(1st leg): 08/12/1945 | 2nd (2nd leg): 15/12/1945 | Winner: Lovell's Athletic | ||||
| 1st(1st leg) | Walthamstow Ave | - | Brighton & Hove Albion | 1:1 | ||
| 2nd (2nd leg) | Brighton & Hove Albion | - | Walthamstow Ave | 4:2 | ||
| 1st(1st leg): 08/12/1945 | 2nd (2nd leg): 15/12/1945 | Winner: Brighton & Hove Albion | ||||
| 1st(1st leg) | Rotherham United | - | Lincoln City | 2:1 | ||
| 2nd (2nd leg) | Lincoln City | - | Rotherham United | 1:1 | ||
| 1st(1st leg): 08/12/1945 | 2nd (2nd leg): 15/12/1945 | Winner: Rotherham United | ||||
| 1st(1st leg) | Aldershot FC | - | Newport IOW | 7:0 | ||
| 2nd (2nd leg) | Newport IOW | - | Aldershot FC | 0:5 | ||
| 1st(1st leg): 08/12/1945 | 2nd (2nd leg): 15/12/1945 | Winner: Aldershot FC | ||||
| 1st(1st leg) | Gateshead FC | - | Darlington FC | 1:2 | ||
| 2nd (2nd leg) | Darlington FC | - | Gateshead FC | 2:4 | ||
| 1st(1st leg): 08/12/1945 | 2nd (2nd leg): 15/12/1945 | Winner: Gateshead FC | ||||
