Manchester City have been handed a tough draw in their debut Champions League campaign.
Roberto Mancini's side have been pitted against 2001 winners Bayern Munich, Villareal and Napoli in Group A.
Premier League champions Manchester United will face Benfica, who they defeated to win their first European Cup in 1968, Basel and Romanian side Otelul Gulati, making their first appearance in the competition, in Group C.
Andre Villas-Boas' first season as Chelsea manager sees his side play two-time runners up Valencia, who have recently sold winger Juan Mata to the Stamford Bridge side, Bayern Leverkusen and Genk in Group E.
Arsenal's reward for defeating Udinese in their play-off are ties against Marseille, Olympiakos and Borussia Dortmund in Group F.
The first group stage fixtures will be played on September 13/14 2011.
Click here for the draw in full.