LEALHOM took early command of this League Challenge Cup quarter-final when Tom Raw put them ahead against Loftus.
Cup specialists Lealholm continued to press forward and when Duncan Marson hit a pile driving shot against the Loftus crossbar, the home side looked to be well out of the game.
Loftus made some tactical changes and this allowed them to get a foothold back in the game.
It was not long before they scored when Stuart Oswald rounded the Lealholm keeper to level the score at the interval.
Loftus took the lead with a spectacular 25-yard volley from Matty Griffin.
With the game evenly balanced, Lealholm had chances to score with Kevin Brown going close.
Loftus edged further ahead with a Greg Peel goal and with Lealholm pressing hard in the closing stages, the Loftus defence stood firm.
Loftus Ath 3 Lealholm 1