Nearly 40,000 fans were at Elland Road to see Liverpool secure a 1-0 win, whilst Arsenal's youngsters were 2-0 victors over West Brom. Burnley reached the semi-finals of the competition last season but this time around it all ended in the 3rd round to Championship Barnsley 3-2 at Oakwell.
The Clarets took the lead but were trailing 2-1 at the interval and whilst they levelled in the second half Barnsley were not to be denied with 15 minutes remaining.
Liverpool were fortunate to survive a disallowed Jermaine Beckford strike for offside as the Reds made nine changes to last weekend's team.
Beckford failed with a couple of other chances and David Ngog's 66th minute goal was to prove decisive in a hard fought victory.
Arsenal made eleven changes and the youngsters were made to work hard for their 2-0 win.
Two goals in eight second half minutes by Sanchez Watt and Carlos Vela saw off Championship leaders West Brom who also had Jerome Thomas dismissed at the Emirates Stadium.
Stoke came from two goals down to Championship Blackpool to win 4-3.
The Potters did it the hard way missing a penalty before three goals edged them in front only for the Seasiders to equalise.
But with extra time looming Andy Griffin scored in the last minute at the Britannia Stadium.
Portsmouth made the long journey to Carlisle and found themselves behind to an early goal before finally coming out 3-1 victors.
The all Premier league clash between Sunderland and Birmingham ended in a win for the home side 2-0 at the Stadium of Light.
Benni McCarthy's first half free-kick proved decisive for Blackburn at Nottingham Forest.
Rovers were indebted to keeper Jason Brown who saved Dexter Blackstock's second half penalty.
Bolton needed a late goal and extra time to see off Premier League rivals West Ham 3-1 at the Reebok Stadium.
The Hammers scored just after the break and seemed set for the 4th round until a late Kevin Davies goal.
Two further goals for the Trotters sealed a memorable fightback.