Southampton, Man City, Wolves, Bolton, Reading and Crystal Palace also progressed.
Arsenal 1 Rotherham United 1 (Arsenal win 9-8 on penalties)
Jeremie Aliadiere grabbed the opener for Arsenal after 12
However, Darren Byfield headed home an equaliser in the final minute after great work from Chris Sedgwick.
Mike Pollitt was sent off early in extra time as he handled the ball outside the area, but The Millers held on well to take the match to penalties.
After 20 penalties, Chris Swailes stepped up again and missed, which allowed Syvlain Wiltord to score and send Arsenal through.
Blackpool 1 Crystal Palace 3
Crystal Palace came through a tricky looking tie at Blackpool as they secured a 3-1 win.
The home side were always on the back foot after goalkeeper Phil Barnes was sent off after just 11 minutes.
The Second Division outfit could not hang on with their ten men and Andy Johnson put Palace ahead after 24 minutes.
Dougie Freedman hammered home from the spot on the hour, before Johnson wrapped up the scoring with a late strike.
Keith Southern scored late on for The Tangerines, but it was a mere consolation for Steve McMahon's men.
Bolton 2 Gillingham 0
Bolton booked their passage into the next round with a 2-0 victory over Gillingham at The Reebok Stadium.
Greek midfielder Stelios Giannakopoulos took advantage of an error from goalkeeper Jason Brown to head his side in front after 25 minutes.
Danish star Henrik Pedersen rounded off the scoring just after the hour mark.Bristol City 0 Southampton 3
Southampton eased through at Ashton Gate with a 2-0 victory over Bristol City.
James Beattie capitalised on a poor header from Danny Coles and finished with ease from eight yards.
The second came after 67 minutes when Brett Ormerod pounced from the edge of the area and Graeme Le Saux added a third in the last minute.
Leeds United 2 Manchester United 3 (after extra time)
Leeds took the lead after 49 minutes through Roque Junior, who headed home Seth Johnson's corner.
However, The Red Devils struck back and equalised with 11 minutes of normal time left through French youngster David Bellion.
United then went ahead after 17 minutes of extra time when Diego Forlan tapped home from close range after great work from Darren Fletcher and Chris Eagles.
Leeds equalised seven minutes from the end and it was again Roque Junior, who stabbed home from three yards after James Milner's cross.
The home side could still not hang on and Eric Djema-Djemba struck with just four minutes left after he brilliantly met Quinton Fortune's corner and sent his side through.
QPR 0 Manchester City 3
Manchester City produced a very good performance with a 3-0 win over QPR at Loftus Road.
Shaun Wright-Phillips struck the opening two goals (22 & 77) before substitute Jonathan Macken completed the scoring ten minutes from time.Reading 1 Huddersfield Town 0
Third Division Huddersfield bowed out of the competition after going down 1-0 at Reading.
Nicky Forster strike after 83 minutes was enough for Steve Coppell's men to progress.
Wolves 2 Burnley 0
Wolves continued their good form with a 2-0 victory over Burnley with a 2-0 win at Molineux.
Kenny Miller opened scoring just after half time and defender Jody Craddock headed the winner nine minutes from time.
Click on link for match report:
| Arsenal | *1-1 | Rotherham |
| Blackpool | 1-3 | Crystal Palace |
| Bolton | 2-0 | Gillingham |
| Bristol City | 0-3 | Southampton |
| Leeds | 2-3 (aet) | Man United |
| Q.P.R. | 0-3 | Man City |
| Reading | 1-0 | Huddersfield |
| Wolves | 2-0 | Burnley |
| * won on penalties | |
