Peterborough United were the defending champions, but were eliminated in the first round by Leyton Orient.
Bury, Port Vale, Tranmere Rovers, Walsall, Burton Albion, Doncaster Rovers, Hartlepool United, Sheffield United Bristol City, Exeter City, Northampton Town, Plymouth Argyle, Colchester United, Dagenham & Redbridge, Luton Town, Milton Keynes Dons.
The draw for the second round took place on 6 September 2014 on Sky Sports show Soccer AM.
[1] The sixteen clubs that received a bye joined the 16 winners from the first round and were divided into two geographical regions.
The first legs of the area finals were played during the week commencing 5 January 2015.