Big spenders Chelsea, 1999 champions Manchester United, Arsenal and Liverpool will account for one quarter of the December 17 draw.

None will meet each other under the rules which keep teams from the same nation apart and require group winners to play group runners-up.

That means Chelsea and Arsenal, who finished top of their respective groups, could face the likes of four-times champions Bayern Munich, 1992 winners Barcelona or nine-times winners Real Madrid.

Liverpool, four-times European champions but also-rans in recent years, secured qualification with a spectacular Steven Gerrard goal against Olympiakos on Wednesday.

They and United could face one of a trio of group-topping sides from Italy -- Inter Milan, Juventus or AC Milan -- who together with Germany are the next best represented country with three sides.

Bayern, Werder Bremen and Bayer Leverkusen comprise the German threat, a healthy representation for the Bundesliga which has slipped behind the likes of the Primera Liga and the English Premier League in recent years.

Spain, surprisingly, only has two clubs through although in Real and Barca they make up in quality what they lack in quantity.

MIXED BLESSING

Both teams finished second in their groups, a fact that illustrated why United manager Alex Ferguson's was content to play a second-string side in Wednesday's 3-0 defeat by Fenerbahce knowing that finishing top can be a mixed blessing.

One feature this season is that teams from developing soccer nations like Greece, Turkey, Russia and the Czech Republic fell by the wayside. All are without representation in the knockout round.

French pair Olympique Lyon and last year's runners-up Monaco, who both won their groups and hit five goals each in their final matches this week, will provide potent opposition.

Holders Porto are relieved just to be through after taking only two points from the first 12 in their group.

Dutch club PSV Eindhoven, the 1988 winners, complete the line-up for the two-legged round of 16 which gets underway in late February.

British bookmakers William Hill consider Chelsea 9-2 favourites to win the competition for the first time, followed by Barcelona and AC Milan on 11-2. Real Madrid are 11-1 with Porto 66-1 outsiders.