FC Internazionale won a thriller to earn a quarter-final place, but Liverpool FC and FC Barcelona are out.
Inter, bidding for a record fourth UEFA Cup, welcomed Benfica to Milan after a goalless first leg, but the return could not have been more different. Nuno Gomes put the visitors ahead on 36 minutes, but Giorgios Karagounis set up Obafemi Martins to level in added time at the end of the first half. It was still 1-1 on the hour but substitute Alvaro Recoba's arrival changed the game with five goals following in less than 20 minutes.
Within seconds of his introduction, Recoba put Inter ahead and then set up Christian Vieri to make it 3-1. Nuno Gomes swiftly pulled one back but on 70 minutes Martins restored Inter's two-goal lead. With 13 minutes left Tiago gave Benfica hope, but they could not produce the fourth away goal they needed to keep their hopes alive.
Marseille will form Inter's opposition in the quarter-finals on 8 and 14 April after themselves coming from behind to beat visitors Liverpool. It was 1-1 from the first leg and the English side - like Inter three-time winners of this competition - were ahead on the quarter-hour through Emile Heskey. But in the 38th minute Igor Bišcan was dismissed for bringing down Steve Marlet, Didier Drogba converted the resulting penalty and Abdoulaye Méïté headed the winner on 58 minutes.
Barcelona's campaign ended at the hands of Celtic FC, hoping for a second straight UEFA Cup final appearance. It was 1-0 to Celtic from their home leg, and making his debut European start in goal, David Marshall was magnificent to deny the home side in a scoreless draw, just as he had been when coming on at half-time in Glasgow.
Villarreal oust Roma
Celtic will face sole surviving UEFA Intertoto Cup winners Villarreal CF, who held their nerve to oust AS Roma. The Spanish side had won the first leg 2-0 at home, but that lead was wiped out within 50 minutes by goals from Emerson and Antonio Cassano. However, Sonny Anderson claimed an away goal in the 66th minute and after Jonathan Zebina was dismissed just before the end, Roma's campaign was over.
Comfortable for Newcastle
Newcastle United FC were the most comfortable winners of the round, recording a 3-0 victory at RCD Mallorca which made it 7-1 on aggregate. Alan Shearer struck twice, either side of a Craig Bellamy goal, and both players join Sonny Anderson at the top of the UEFA Cup scorers table with five.
PSV Eindoven will take on Newcastle, and the 1977/78 competition victors were on fine form in beating AJ Auxerre 3-0 to make it 4-1 overall. Mateja Kezman's goals on four and 27 minutes set up the victory, and PSV captain Mark van Bommel scored with 17 minutes left to ensure his side join fellow UEFA Champions League group stage exiles Celtic, Inter and Marseille in the last eight.
Bordeaux meet Valencia
FC Girondins de Bordeaux and Valencia CF will meet in the remaining quarter-final. Bordeaux won 1-0 at Club Brugge KV to increase their 3-1 first-leg lead, but Valencia CF began their home game with Gençlerbirligi SK 1-0 down. However, Mista's strike forced extra-time, and Vicente Rodríguez's 94th-minute volley proved the decisive silver goal.
Draw (dates and kick-off times subject to confirmation)