Hamburg - Five teams are fighting for the last three places in the knockout stage of the Champions League when the last group matches take place on Wednesday and Thursday.

There is also plenty at stake for clubs now out of contention in the Champions League but seeking UEFA Cup participation as third-place finishers in their groups.

Roma, Chelsea, Girondins Bordeaux in Group A, and Panathinaikos and Anorthosis Famagusta in Group B are vying for the remaining three places in the last 16.

Elsewhere there are showdowns for the top places in the groups between already-qualified teams. That will ensure a theoretically easier away tie against a second-placed team in the first leg of the first knock-out round when the draw takes place on December 19.

Last season's losing finalists Chelsea must win at home against Romanian champions CFR Cluj on Tuesday to be sure of progress.

If they are to top the group, they must not only win but hope that Roma - who have nine points to Chelsea's eight - do not beat Bordeaux in the other game in the group.

A draw would be enough to see them through, provided Bordeaux - on seven points - do not beat Roma.

"Is it unthinkable that Chelsea go out?" manager Luiz Felipe Scolari asked reporters.

"Well, I don't think any people in the world are thinking about this, but it is possible because we have given this opportunity to other teams.

"I don't think about going out because I believe in these players. But we need to play better than we have so far if we want to go on."

Roma face a last tough hurdle at home to Bordeaux, but captain Francesco Totti said his team had set high goals, with the ultimate aim being to reach the final in Rome's Stadio Olimpico.

"Given this chance, which I believe will be the last (Totti is 32), we'll try and take advantage of it," he said.

Serie A rivals Inter Milan have already qualified from Group B but need a win at Werder Bremen to be certain of first place. The German team must win to have any chance of scraping into the UEFA Cup.

It leaves Greek side Panathinaikos up against Cypriot outsiders Anorthosis in a battle for the remaining qualification spot.

Two away wins at Bremen and Inter have left Panathinaikos needing just a draw, while Anorthosis must repeat their performance in beating the Greeks 3-1 earlier in the competition to advance. That could even make them group winners if Inter lose in Bremen.

Elsewhere, European champions Manchester United have already qualified, and will top Group E if they get the same or a better result at home to Danish champions Aalborg than Villarreal manage away to Celtic on Wednesday.

Premier League rivals Liverpool are already through, and need a better result away to PSV Eindhoven than Atletico Madrid get in Marseille if they are to top Group D on Tuesday.

Atletico's trip to Marseille will be a tense affair following security problems at their game in Madrid in October, which Javier Aguirre's team won 2-1.

Atletico were forced by UEFA to play their home game against PSV behind closed doors because of crowd trouble.

On Friday, a Marseille fan was sentenced to three and a half years in prison by a Madrid court for his part in the violence, and Atletico have received several threats from Marseille "ultras." As a precaution, Atletico will not travel to France until the match day.

Arsenal are already through from Group G, and will seal the top spot if they avoid defeat at already-qualified Porto on Wednesday.

The bottom two teams, Dynamo Kiev and Turkey's Fenerbahce, meet for what is effectively a play-off for a UEFA Cup place. The Ukrainians need just a draw, but Luis Aragones's side will go through on the head-to-head rule with a victory.

Italy's Juventus could settle for a draw at home against bottom-side BATE Borisov of Belarussia to remain top in Group H as they hold a two-point lead over Real Madrid, whom they beat twice.

Real take on Russia's UEFA Cup holders Zenit St Petersburg who have already clinched third spot in the group.

Bayern Munich's Turkey international Hamit Altintop is vying for a first-team start for Wednesday's Group F visit to Olympique Lyon in a match to decide the group winner.

Altintop is close to full fitness more than four months after suffering a reaction to a broken metatarsal last spring.

Steaua Bucharest and Fiorentina battle for the UEFA Cup spot in the group, with the Italian side needing a point at the Romanians.

Group C is already settled, with Tuesday's games between group winners Barcelona and UEFA Cup qualifiers Shakhtar Donetsk, and Basel and already-qualified Sporting Lisbon of no significance to the placings. (dpa)