The matches (not including replays) were played on October 19, 1996.

The teams that given byes to this round are Macclesfield Town, Stevenage Borough, Woking, Hednesford Town, Gateshead, Southport, Kidderminster Harriers, Northwich Victoria, Morecambe, Farnborough Town, Bromsgrove Rovers, Altrincham, Telford United, Stalybridge Celtic, Halifax Town, Kettering Town, Slough Town, Bath City, Welling United, Dover Athletic, Rushden & Diamonds, Hayes, Methyr Tydfil, Guiseley, Enfield, Hyde United, Halesowen Town, Gresley Rovers, Bamber Bridge, Boston United, Chorley and Boreham Wood.

The matches (not including replays) were played on January 18, 1997.

The matches (not including replays) were played on February 8, 1997.

Both replays were held on neutral grounds: the replay between Dagenham & Redbridge and Gloucester City was held at Slough Town, while the one between Stevenage Borough and Woking was at Vicarage Road, home to Watford.