Manchester City avoided a group of death in their first Champions League draw but Roberto Mancini's side still face something of a baptism of fire.
City will come up against three tough opponents in Group A foes Bayern Munich, Villarreal and Napoli.
Manchester United were given a much easier draw, in Group C alongside Benfica, the club they beat to secure their first European Cup in 1968, as well as Swiss champions Basle and unknowns Otelul Galati from Romania, making their bow in the competition.
Arsenal have to overcome Marseille, Greek champions Olympiakos and a potentially tricky test against Borussia Dortmund - the club among the pot of fourth seeds to avoid - in Group F.
Chelsea will face Valencia, the former club of latest new signing Juan Mata, plus Bayer Leverkusen - where Michael Ballack is now playing - and Genk from Belgium in Group E
Group A
Bayern, Villarreal, Man City, Napoli
Group B
Inter Milan, CSKA Moscow, Lille, Trabzonspor
Group C
Man United, Benfica, Basel, Otelul Galati
Group D
Real Madrid, Lyon, Ajax, Dinamo Zagreb
Group E
Chelsea, Valencia, Bayer Leverkusen, Genk
Group F
Arsenal, Marseille, Olympiakos, Borussia Dortmund
Group G
Porto, Shakhtar, Zenit, APOEL
Group H
Barcelona, AC Milan, BATE Borisov, Viktoria Plzen
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