Blackburn against last season's semi-finalists Everton is the other tie involving two top-flight sides.
Hartlepool will face League One rivals Leeds after knocking out Premier League side West Brom.
Northampton, who beat Bolton at the Reebok in the second round this week, face a trip to play Roy Keane's Sunderland.
Brighton and Manchester City are yet to play their second round tie, with the winners drawn to face Derby.
Full draw for Carling Cup third round:
Arsenal v Sheff Utd Brighton v Derby Burnley v Fulham Portsmouth v Chelsea Blackburn v Everton Rotherham v Southampton Swansea v Cardiff Ipswich v Wigan Stoke v Reading Leeds v Hartlepool Watford v West Ham Man Utd v Middlesbrough Liverpool v Crewe Aston Villa v QPR Sunderland v Northampton Newcastle v Tottenham
Ties to be played the week commencing 22 September
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