Porto, Real Madrid, Schalke and Olympiakos all held their nerve at home and qualified for the next round while Liverpool strolled through to the last 16 with a comfortable win in Marseille.
Four English clubs (Arsenal, Chelsea, Manchester United and Liverpool), three Italians (AC Milan, Inter Milan and AS Roma) and three Spanish teams (Barcelona, Real Madrid and Sevilla) are already through to the Round of 16 in the UEFA Champions League, along with Celtic from Scotland, Olympiakos from Greece, Portuguese side Porto and Germany's Schalke 04.
The final two places will be decided on Wednesday night, with Rangers and Lyon fighting it out in Group E and Fenerbahce and PSV Eindhoven hoping to qualify from Group G.
The knock-out round will begin with the first leg of the Round of 16 on 19 and 20 February, the second legs being played on 4 and 5 March. The draw will be held on 21 December.
Match of the day
Schalke 3-1 Rosenborg
Goals: Gerald Asamoah (12'), Rafinha (19') and Kevin Kuranyi (36') for Schalke, Yssouf Koné (23') for Rosenborg
Rosenborg only needed a draw to get through to the next round, but Schalke put them under pressure right from the off and took total control of the match. Asamoah and Brazilian defender Rafinha gave the home team a 2-0 lead within 19 minutes, and although Kone halved the deficit, Schalke continued to fight for everything and Kevin Kuranyi made sure of their place in the last 16 with the decisive goal ten minutes before half-time.
Marseille 0-2 Liverpool and Real Madrid 2-0 Lazio within 15 minutes of kick-off
Real Madrid, record-holders with nine UEFA European Cup/Champions League titles, and Liverpool, last year's beaten finalists, took less than a quarter of an hour to book their place in the next round. Both teams scored twice in the opening 15 minutes, proving that experience on the biggest European stage counts for everything when it comes to the crunch. Steven Gerrard and Fernando Torres were Liverpool's marksmen, while Julio Baptista and Raul notched for Real, dashing their respective opponents' hopes before the matches were barely underway. Ultimately, Real ran out 3-1 winners, while Liverpool cruised to a 4-0 vicory at the Velodrome.
Goal of the night
Real Madrid 3-1 Lazio, Robinho (36')
Robinho fed Ruud van Nistelrooij inside the area, with the Dutch striker shrugging off his defender and generously sliding the ball back to the Brazilian international, who had the simplest of tasks to steer the ball home past Marco Ballotta. A wonderful combination between two prolific goalscorers to seal an excellent move.
Liverpool pulled out all the stops with an away win in Marseille that saw them finish just behind Porto in Group A, leaving Marseille having to make do with a UEFA Cup slot.
Schalke made the most of home advantage to leapfrog Rosenborg and take second place in Group B behind Chelsea, leaving Valencia last in the group and out of Europe.
Finally in Group C, home teams Real Madrid and Olympiakos qualified for the knock-out stage in style. Lazio meanwhile suffered the same fate as Valencia, finishing last in their group after Werder Bremen finished in third place, despite going down 3-0 in Greece.
The numbers game -
The number of goals scored by Steven Gerrard in Europe. The emblematic Liverpool captain was on top form at the Stade Velodrome and now has 86 goals to his name in 408 competitive matches for Liverpool.
Real Madrid won their 19th UEFA Champions League home game on Tuesday in 25 matches at the Bernabeu. They have also recorded five draws, the solitary defeat coming at the hands of Arsenal (1-0) in February 2006 in the Round of 16.
Group stage, sixth and final matchday
Marseille 0-4 Liverpool
Porto 2-0 Besiktas
1 - Porto 11 points (qualified)
2 - Liverpool 10 (qualified)
3 - Marseille 7 (UEFA Cup)
4 - Besiktas 6
Chelsea 0-0 Valencia
Schalke 3-1 Rosenborg
1 - Chelsea 12 points (qualified)
2 - Schalke 8 (qualified)
3 - Rosenborg 7 (UEFA Cup)
4 - Valencia 5
Real Madrid 3-1 Lazio
Olympiakos 3-0 Werder Bremen
1 - Real Madrid 11 points (qualified)
2 - Olympiakos 11 points (qualified)
3 - Werder Bremen 6 (UEFA Cup)
4 - Lazio 5
AC Milan 1-0 Celtic
Shakhtar Donetsk 1-2 Benfica
1 - AC Milan 13 points (qualified)
2 - Celtic 9 (qualified)
3 - Benfica 7 (UEFA Cup)
4 - Shakhtar Donetsk 6