 Additionally, 32 teams will also qualify from the USL Premier Development League, National Premier Soccer League, United States Adult Soccer Association, and US Club Soccer.† League Champions in 2011
 ‡ League Premiers in 2011
 * Stanislaus United Turlock Express defeated the Bay Area Ambassadors of the NPSL in a play-in game on April 28 to qualify for the First Round.Home team is listed first, winners are in bold.