Lyon and Fenerbahce won their final group games Wednesday to capture the last two spots in the knockout round of the Champions League.
Two late goals by Karim Benzema added to an early one by Sidney Govou in Lyon's 3-0 victory at Rangers, who needed only a tie to advance and eliminate the French champions.
Lyon advanced from Group E with FC Barcelona, which had already qualified but came from behind to beat VfB Stuttgart 3-1.
Fenerbahce trailed against visiting CSKA Moscow after an own-goal by Edu, but turned the game around through playmaker Alex and two goals by Ugur Boral. It took second place ahead of PSV Eindhoven, which tumbled 1-0 at home against Group G winner Inter Milan.
Lyon and Fenerbahce advanced on the final day of group qualifying to join 14 other teams in the Dec. 21 draw at UEFA headquarters in Nyon, Switzerland.
The others are former winners Real Madrid (nine titles), AC Milan (seven and defending champion), Liverpool (five), Barcelona (two), Manchester United (two), FC Porto (two), Inter Milan (two), Celtic (one) and six teams yet to win European soccer's most prestigious club title -- Arsenal, Chelsea, Schalke, Olympiakos, AS Roma and Sevilla.
In Wednesday's other games, AS Roma played to a 1-1 draw to prevent Manchester United from going into the second round with a perfect record of six victories. In the other Group F game, Sporting Lisbon beat Dynamo Kiev 3-0.
Sevilla, winner of the past two UEFA Cups, won at Slavia Prague 3-0 to finish atop Group F. Arsenal placed second after beating Steaua Bucharest 2-1.
Although the eight teams to finish third are eliminated, they gain spots in the next round of the UEFA Cup. Rangers and PSV joined Marseille, Rosenborg, Werder Bremen, Benfica, Sporting Lisbon and Slavia Prague in European soccer's second-tier competition.
In England, Everton reached the League Cup semifinals by beating West Ham 2-1 on a goal by Ayegbeni Yakubu with two minutes left.
The other three quarterfinals take place next week. Blackburn hosts Arsenal and Manchester City is home against Tottenham on Tuesday. A day later, Chelsea meets Liverpool.