Panathinaikos : Qualified at the expense of Juventus and Hamburg but have struggled to score, just six in six games. Liberopoulos has been the team's most outstanding player but they need more than his magic to get to the quarter-finals.
Valencia : Last season's beaten finalists were the first team to qualify for phase two on the back of four successive wins. Despite a lack of quality in attack Valencia's midfield inspired by the superb Mendieta and Kily Gonzalez should ensure another quarter-final berth.
Sturm Graz : How the hell can a team suffer two 5-0 defeats and still qualify for phase 2? That's the question most fans are asking. Sturm have reached the promised land but will not get further.
Man United : Just about qualified for the second phase and cannot continue to defend like trained chimps. The midfield remains as brilliant as ever though there is more responsibility on Keane in the absence of Stam. Will miss the goals of Cole, out injured until the new year.
Top Two : Valencia, Man United
Deportivo : Qualified on the back of a strong defence and are the only undefeated team in the competition however they face three of best strikers in the World - Shevchenko, Jardel and Anelka. Deportivo will need to find some goals if they are to make the next round.
Milan : Great attack, awful defence. Superb against Besiktas and Barcelona. The surprising form of Albertini and impressive performances by youngsters Coco and Jose Mari allied with the vast experience in this team should see Milan through to the quarter final stages.
Galatasaray : Under Fatih Terim Galatasaray won the UEFA Cup and were set to become one of the top teams in Europe, until the inept Lucescu arrived. Struggled to qualify from an easy group and conceded a horrendous 13 goals. Unless Gala get a new coach they're going nowhere fast.
PSG : This exciting young team played some spectacular football en route to claiming a place in phase two. In Robert, PSG have the most outstanding player of the competition so far and bad boy Anelka has formed a deadly partnership with Christian. Shocking away from home, perfect at home, PSG need to get some points on the road to make sure of a quarter-final place.
Top Two : Milan, PSG
Arsenal : After two seasons of trying Arsenal finally made phase two and did so impressively, taking four points off Lazio en route. Seamen is a liability in goal and surprisingly neither Henry or Bergkamp have scored but Arsenal appear to have too much raw power to be troubled by any team other than Bayern.
Bayern Munich : Made light of the absence of several injured players to claim their customary place in phase two. A solid defence superbly marshalled by Kahn. Bayern's problems are in attack, Jancker continues to miss 100% chances and Elber continues to get injured. Should have too much for Lyon and Spartak Moscow.
Lyon : Very fortunate to qualify from an easy group, won three, lost three. Anderson and Vairelles have been very disappointing, good job then that Marlet has shot them to the second phase. They'll get no further.
Spartak Moscow : Surprise qualifiers from Real Madrid's group. As I noted in my first phase preview always flatter to deceive but this time built on a good start and coasted to phase two. Titov remains the teams inspirational player. Spartak play great football but need to overcome the usual slump that follows the winter break back home.
Top Two : Arsenal, Bayern Munich
Lazio : Where unjustifiably labelled one of the pre-tournament favourites by virtue of winning the Italian Championship. Started well until they ran into Arsenal but qualified comfortably in the end. Scored goals for fun, Nedved and Veron were outstanding. Will miss Claudio Lopez, out through injury and are over-reliant on an increasingly shaky Nesta in defence. Will battle with Leeds for second place.
Leeds : Their reward for qualifying from the Group of Death was another place in another Group of Death. Took 4 points off Milan and survived a mauling at the hands of Barca. Cannot continue to rely on goalkeeping heroics and must be more adventurous on the road if they are to make the quarter-finals.
Real Madrid : The reigning champions were made to work hard for their rightful place in phase two, impressively coming back from behind to draw at Sporting Lisbon and win at Leverkusen. Played some spectacular football en route. Figo, Roberto Carlos and Guti were off the charts awesome. Should piss through this group.
Anderlecht : As with Sturm Graz you have to question any team that survives heavy defeats to make phase two. Claimed some impressive scalps at home including those of Man United and PSV but away from home are like Woman drivers i.e. they shouldn't be on the road.
Top Two : Real Madrid, Lazio