The Gunners, fielding a reserve team, triumphed 9-8 on penalties against the Division One side after the score ended 1-1 after 120 minutes at Highbury.

Premiership strugglers Leeds United ended one of the darkest days in the club's history in misery as they went down in extra-time at Elland Road.

On a day when club bosses announced record losses of 49.5 million pounds (83.8 million dollars) Leeds woes were compounded after Eric Djemba-Djemba steered Man United into the fourth round with an extra-time goal.

Arsenal took the lead after 11 minutes through young French striker Jeremie Aliadiere, but Rotherham fought back and striker Darren Byfield headed home an equaliser in the 90th minute.

But it was the Premiership team who held firm in the penalties as Sylvain Wiltord scored his second spot-kick after Chris Swailes had seen his effort saved.

Leeds defender Roque Junior scored a brace either side of goals from David Bellion and Diego Forlan, but it was Cameroon international Djemba-Djemba who had the final say with a winner just three minutes from the end of extra-time.

After Diego Forlan's goal in the 107th minute, Roque Junior allowed Leeds to level with a goal off his knee, but Djemba-Djemba settled the tie by steering a lob into goal from Quinton Fortune's corner.

Manchester City fielded a strong team away at Nationwide Two promotion seekers Queens Park Rangers and cruised through to the next round 3-0.

Shaun Wright-Phillips gave the Premiership side the lead in the first half before doubling the advantage with quarter of an hour remaining. Jonathon Macken completed the rout minutes later.

Southampton comfortably won 3-0 at Bristol City, with Wolverhampton Wanderers easing past Burnley at Molineux 2-0.

Bolton were little threatened by visiting Gillingham winning 2-0 after Stelios Giannakopoulos gave the Trotters a half-time lead and Henrik Pedersen settled matters midway through the second period.

Second round giantkillers Blackpool failed to worry visiting Crystal Palace, with the home side suffering after keeper Phillip Barnes was red-carded for deliberate handball just 15 minutes.

After that the gulf in class between divisions told for Steve Kember's men with two goals from Andrew Johnson and a penalty for Dougie Freedman setting up a 3-1 victory ahead of Keith Southern's consolation.