The 16 winners from the previous round of the competition join 12 Liga Leumit clubs in this stage of the competition. The other 4 clubs from Liga Leumit received a bye for the next round. These matches will be played on 7 and 8 January 2014.
^The IFA ordered a replay as a result of the referee allowing Yavne 5 substitutions (as allowed in Liga Gimel matches, but not in cup matches). The match originally ended 2–1 (a.e.t.) to F.C. Beitar Yavne.
^The IFA ordered a replay as a result of the referee allowing Al-Nahda 5 substitutions (as allowed in Liga Gimel matches, but not in cup matches). The match originally ended 3–0 to F.C. al-Nahda Nazareth.