 Clubs' rankings depended upon their finishing position in the 2006–07 season.Therefore, the clubs relegated from the Premier League in 2007; Watford, Charlton Athletic (south) and Sheffield United (north) were the top seeds, and the clubs newly promoted to the Football League, Morecambe and Dagenham & Redbridge, were bottom seeds in north and south sections respectively.1 Score after 90 minutes

The 36 winners from the first round joined the 12 Premier League clubs not participating in European competitions in the second round.