Real Madrid grouped with Milan, Dortmund and Lokomotiv

Holders Real Madrid will face AC Milan, Borussia Dortmund and Lokomotiv Moscow in Group D of the second phase of the Champions League following Friday's draw.

Among the 16 teams in the draw were eight who have won the continent's most prestigious club trophy, including the winners of eight of the last nine finals. There were four Spanish, four Italian, three English and two German clubs, with one each from Russia, Switzerland and the Netherlands.

Real, nine times winners of the competition, top seeds and favourites, reached the second stage in unimpressive style. After winning their first two games, scoring nine goals without conceding in the process, they drew three and lost one of their next four to finish ahead of AS Roma only on their head-to-head record.

AC Milan have won the competition five times, most recently in 1994, while Dortmund were European champions in 1997.

Manchester United, winners in 1999, will meet Juventus, Deportivo Coruna, and Basel in Group D.

United played Deportivo four times in last season's competition. The Spaniards won home and away in the first group stage but the English team gained revenge by knocking them out in the quarter-finals, winning 2-0 in Spain and 3-2 in the return at Old Trafford.

United beat twice-European champions Juventus in the semi-finals in 1999.

Valencia, runners-up in 2000 and 2001, were placed with Arsenal, AS Roma and Ajax Amsterdam in Group B.

Barcelona, the only team to win all six first-phase games, will play Inter Milan, last year's runners-up Bayer Leverkusen and Newcastle United.

Newcastle, managed by former Barcelona coach Bobby Robson, became the first team to qualify after losing their first three games when they scrambled a last-minute 3-2 win at Feyenoord on Wednesday.

The second phase begins on November 26 and 27 with the second round of matches two weeks later before the competition takes a break until February.