ROMA Roma go into the knockout stages in great form after winning their final three matches and holding off Chelsea for top spot in their group. They will look to Francesco Totti and in-form midfielder Matteo Brighi to lead them to the final in their own stadium.

CHELSEA Luiz Felipe Scolari's men went into the last group game still needing points to progress and endured some nervy moments before Didier Drogba secured qualification. Scolari will have a big challenge in getting the best out of his troubled striker as he looks for a winning formula involving both Drogba and Nicolas Anelka.

PANATHINAIKOS Henk Ten Cate's Group B winners could be the surprise package of the tournament after away wins against Inter Milan and Werder Bremen. Former Arsenal favourite Gilberto Silva provides the midfield backbone for the Greek team, allowing Giorgos Karagounis the attacking license which has seen him score two goals.

INTER MILAN Jose Mourinho's Italian giants stumbled to qualification with only two wins in the group stages. The 'Special One' will be looking to do what former manager Roberto Mancini could not and get beyond the last 16.

BARCELONA The bookies' favourites topped their group and scored 18 goals along the way. Lionel Messi leads the star-studded front line with five goals and the La Liga leaders will be the club to avoid as manager Pep Guardiola looks to take his team to the trophy he won as a Barcelona player in 1992.

SPORTING LISBON Sporting finished a point behind Barcelona and the group's winners were the only club which managed to score against them. The highly sought-after midfielder Miguel Veloso has played an influential role in Sporting's qualification, appearing in all six group matches.

LIVERPOOL An away win against PSV Eindhoven secured Liverpool top spot as Rafael Benitez looks to continue his team's excellent recent form in the competition. Steven Gerrard has again proved himself as Liverpool's star man, leading the way in the goal-scoring charts with five goals alongside Messi.

ATLETICO MADRID Much of Atletico's success could depend on whether they can hang onto star playmaker Sergio Aguero with Manchester City rumoured to be very interested in securing the services of the young Argentinian. The 20-year-old has bagged three goals so far this campaign.

MANCHESTER UNITED Sir Alex Ferguson believes his side are better placed to retain the Champions League trophy than they were after their previous triumph in 1999. Armed with the newly crowned Ballon D'Or winner Cristiano Ronaldo, United have the attacking prowess along with the defensive stability to repeat last season's success.

VILLARREAL Villarreal have proved they will be tough opposition in the last 16 after two goalless draws against Manchester United. Second in La Liga behind Barcelona, coach Manuel Pellegrini will be looking go one better than 2006, when he led Villarreal to the semi-finals.

LYON Lyon again top the French League and, since the two-group competition format was abandoned in 2004, have qualified for the last 16 every season. Karim Benzema is the one to watch with five goals to his name.

BAYERN MUNICH Jurgen Klinsmann's side are the sole German representatives and, after a slow start, are beginning to hit form, topping the group after an impressive 3-2 win at Lyon. Midfield playmaker Franck Ribery leads the assist charts and is Bayern's main threat.

ARSENAL Arsenal's defeat to Porto means they will have to face a team which topped their group in the last 16. After starting the European campaign brightly, including a fine 5-2 win at Fenerbache, manager Arsene Wenger will now be looking for big performances from his senior players, in particular Emmanuel Adebayor and captain Cesc Fabregas.

PORTO Porto have reached the last 16 on three occasions since they won the competition under Jose Mourinho in 2004. After topping their group Porto will be confident going into the last 16 with Argentinian striker Lisandro looking to add to his four goals.

JUVENTUS Claudio Ranieri's side are unbeaten in the competition so far and will be looking to make amends for a two-year absence. Juve will look to make up for lost time with talisman Alessandro Del Piero back in goalscoring form.

REAL MADRID Madrid have an illustrious record in the Champions League but, sitting in fifth position in La Liga, replaced manager Bernd Schuster with Juande Ramos this week in hopes of re-vitalising their season. New £17million recruit Klaas Jan Huntelaar will be eligible to play when he joins in January from Dutch side Ajax.