The Croatians were 1-0 down after the first leg but a Luka Modric penalty on 34 minutes took the tie into extra time before two goals in two minutes from Mario Mandzukic effectively sealed the tie.

There was still time for Klaas-Jan Huntelaar to net a late brace but it was to no avail as Zagreb took a 3-2 win on the night.

Luca Toni bagged his second of the tie and Hamit Altintop was also on target as trophy favourites Bayern Munich claimed a 2-0 win over Belenenses in Portugal to progress 3-0.

Another of the favourites, Atletico Madrid cruised into the group stages as they beat Turkish side Erciyesspor 5-0 to secure a 9-0 aggregate win.

Two goals from Sergio Augusto coupled with strikes from Jose Ze Castro, Diego Forlan and a Maxi Rodriguez penalty sealed a comfortable win.

Goals in either half from Ruben Cani and Lopez Angel saw Villarreal beat Belorussians BATE 2-0 for a 4-1 win overall, but Aris upset Real Zaragoza as they were beaten 2-1 in Spain but progressed on away goals after a 1-0 win in Greece two weeks ago.

Real's countrymen Getafe were on the other end of the away-goals rule as they were beaten 3-2 away by 10-man FC Twente but go through thanks to a 1-0 first leg win.

Empoli crashed out as goals from Sebastian Kollar, Almen Abdi and Alexandre Alphonse saw them lose 3-0 away at FC Zurich in a match which also saw Carlos Rincon dismissed late on for the Italians.

Sampdoria were also ousted as a goalless draw against AaB was enough to send the Danes through on away goals after they drew 2-2 in Florence a fortnight ago.

Nurnberg progressed on away goals with a 2-2 draw against Rapid Bucharest in Romania thanks to strikes from Peer Kluge and Zvjezdan Misimovic, while Lokomotiv Moscow eased through 5-1 on aggregate after beating Midtjylland of Denmark 2-0 on the night.

Everton were made to work hard to beat Metalist Kharkiv as they twice came from behind to claim a 3-2 win in Ukraine.

De Aparesida Edmar and Hitcham Mahdoufi twice put the home side ahead but goals from Joleon Lescott, James McFadden and Victor Anichebe secured safe passage for the Liverpudlians.

Larissa produced one of the shocks of the round as they dumped out Blackburn Rovers. They were beaten 2-1 in Lancashire but their 2-0 win from the first leg was enough to carry them through.

A Nicolas Anelka header gave Bolton a 1-0 win over Rabotnicki and passage to the group phase after a 1-1 draw in the first leg in Macedonia.

Tottenham were held 1-1 in Cyprus by Anorthosis Famagusta but a 6-1 win in the first leg saw them progress while Helsingborg are through after hammering Heerenveen 5-1 to secure a remarkable turnaround and an 8-6 aggregate win.

Hamburg claimed a 4-1 aggregate win over Litex Lovech with a 3-1 result on the night and Spartak Moscow won 3-1 against BK Haken to secure an easy 8-1 aggregate win.

Austria Vienna made their 2-0 first leg lead count as they drew 2-2 at Valerenga to progress while a header from Darren Mackie was enough to secure Aberdeen a 1-1 draw with Dnipro and a place in the next stage on away goals.

A dramatic clash in Bulgaria saw Andre Pierre Gignac score a last-minute away-goal equaliser for Toulouse to dump out CSKA Sofia after a 1-1 draw in a match which saw the hosts lead through an Abaresito Nei penalty and have Udoji Chigozie sent off late on.

FC Copenhagen needed an extra-time penalty to beat Lens as Jesper Gronkjaer scored from the spot to secure a 2-1 win on the night and a 3-2 aggregate victory with Michael Gravgaard seeing red for the Danes.

Dinamo Bucharest won 1-0 at Elfsborg but still exited on away goals and Basle claimed a 6-0 win at home over FK Sarajevo to ease into the next phase 8-1.

Michal Kadlec scored the vital penalty for Sparta Prague and Tomas Postulka made two saves to seal a spot-kick win after 210 minutes of football between them and Odense BK failed to produce a goal.

Zenit St Petersburg sealed a 4-1 aggregate win over Standard Liege after a 1-Brugge1 draw in Belgium which saw both sides finish with 10 men after Oguchi Onyewu and Pavel Pogrebniak were sent off

A Bennard Kumordzi own goal gave Sochaux a 1-0 win over Panionios but that was not enough to stop them losing 2-1 on aggregate and SK Brann turned around a 1-0 deficit from the first leg to beat Club Brugges 2-1 on the night and go through on away goals.

An early Vratislav Lokvenc goal gave Salzburg a 1-0 win over AEK Athens but they were beaten 3-1 on aggregate while Ruven Oved scored the only goal of the tie to seal Hapoel Tel-Aviv a 1-0 win over AIK.

Anderlecht beat Rapid Vienna 1-0 to secure a 2-1 aggregate win and Red Star Belgrade repeated their 1-0 success of a fortnight ago to put out Groclin.

Swiss side Sion were brought down to earth with a bump after their shock 3-2 win over Galatasaray in the first leg as the Turkish giants ran riot to beat them 5-1 on the night.

Rennes were beaten 2-1 at home by Lokomotiv Sofia but progressed thanks to a 3-1 win in Bulgaria while fellow French side Bordeaux are also through after a 1-1 draw gave them a 4-3 aggregate win over Finnish side Tampere.

AZ Alkmaar's 1-0 win from the first leg was enough to see them through after they drew 0-0 with Pacos Ferreira

Palermo are out after they were beaten on penalties by Mlada Boleslav of the Czech Republic.

Keeper Miroslav Miller was the hero for Boleslav as he saved penalties from Edinson Cavani and Fabio Caserta to leave Tomas Sedlacek to net the winning spot-kick.

The Italians had been leading 1-0 from the first leg and looked to have sealed victory before Sedlacek netted in the 90th minute to take the tie to extra time.

There was better news for their countrymen Fiorentina as they claimed a 4-3 penalty win over FC Groningen.

Braga beat Hammarby 4-0 on the night to progress 5-2 on aggregate while fellow Portuguese side Uniao Leiria crashed out 5-4 to Bayer Leverkusen despite winning 3-2 in the second leg.