Runners up spot went to Werder Bremen who hammered Panathinaikos 5-1 to leave their Greek opponents propping up the rest of the group.
Group D
Villareal 10, Benfica 8, Lille 6, Manchester United 6
Unthinkable when the groups were initially drawn, but Manchester United are out of Europe entirely after finishing bottom of Group D. The Reds were odds on to win in Portugal and even took a five minute lead through Paul Scholes. Two goals before half-time tipped the balance in favour of Benfica and United couldn't produce the equaliser necessary to replace them as group runners up.
In what was the most opening group of the tournament, Villarreal secure top spot with a 1-0 victory over Lille. Long shot fanciers can now back Villarreal at 28/1 and Benfica at 66/1.
Group E
AC Milan 11, PSV Eindoven 10, Schalke 04 8, Fenerbahce 4
A 3-2 victory over Schalke 04 ensured AC Milan finished the group in first place and condemned the Germans to UEFA Cup football, while PSV Eindoven put in a professional performance to beat already-eliminated Fenerbahce to secure a place in the next round.
AC Milan, the winners of the tournament in 2003, are fourth favourites at 10/1 while PSV Eindoven are available at a more generous 50/1.
Group F
Lyon 16, Real Madrid 10, Rosenborg 4, Olympiacos 4
Lyon remained unbeaten and topped the group in style following a 2-1 victory over third placed Rosenborg and have dark-horse credentials at 11/1. The glamorous, but often underachieving Real Madrid now face a stern test against one of the group winners after finishing in the runners up position.
The Spanish giants lost their first game following the sacking of coach Wanderley Luxemburgo, falling 2-1 to Olympiakos, but will still have their supporters at odds of 16/1.