Matches were scheduled to be played at the stadium of the team named first on the date specified for each round, which was always a Saturday. Some matches, however, might be rescheduled for other days if there were clashes with games for other competitions or the weather was inclement. If scores were level after 90 minutes had been played, a replay would take place at the stadium of the second-named team later the same week. If the replayed match was drawn further replays would be held until a winner was determined. If scores were level after 90 minutes had been played in a replay, a 30-minute period of extra time would be played.
At this stage clubs from the Football League Third and Fourth Divisions joined those non-league clubs having come through the qualifying rounds. Matches were scheduled to be played on Saturday, 14 November 1964. Eight were drawn and went to replays three or four days later. Two of these replayed matches required a second replay to complete the fixture, with those games played the following week.
The matches were scheduled for Saturday, 5 December 1964. Five matches were drawn, with replays taking place later the same week. The Stockport County–Grimsby Town game was played midweek on the 7 December, however.
The 44 First and Second Division clubs entered the competition at this stage. The matches were scheduled for Saturday, 9 January 1965. Ten matches were drawn and went to replays, though none of these then resulted in a second replay.
The matches were scheduled for Saturday, 30 January 1965. Six matches were drawn and went to replays. The replays were all played two, three or four days later.