Former European champions Liverpool and Inter Milan sealed their berths in the Champions League last 16 but last season's finalists Chelsea still have work to do after a 1-1 draw at Girondins Bordeaux on Wednesday.
Inter advanced from Group B despite a surprise 1-0 home defeat to Panathinaikos that left their manager Jose Mourinho fuming while victory put the Greek side in an excellent position to progress to the knockout stage.
"Panathinaikos's win is absolutely deserved," Mourinho told reporters. "People say they were lucky but I don't agree. After that performance we don't deserve to go through and we must be angry with ourselves."
Wednesday night's results
Bordeaux 1 - 1 Chelsea
Liverpool 1 - 0 Marseille
Anorthosis 2 - 2 W. Bremen
Atlético M 2 - 1 PSV
Cluj 1 - 3 AS Roma
Inter Milan 0 - 1 Panathinaikos
S Donetsk 5 - 0 Basel
Sporting 2 - 5 Barcelona
The Italian champions were left on eight points after Jose Sarriegi struck in the 69th minute to lift Panathinaikos into second place on seven and they need only a draw from their final match at home to Cypriots Anorthosis Famagusta, who have six.
Inter missed several good chances to take the lead but Panathinaikos also had their moments as Simao twice came close to making it 2-0 late in the game.
Champions League debutants Anorthosis will be kicking themselves after squandering a 2-0 lead against Werder Bremen as they now head to Athens needing a win to leapfrog Panathinaikos into the runners-up spot.
Nikos Nikolau and Savio put the Cypriots in the driving seat before Werder, who have four points and can only salvage a UEFA Cup spot, hit back through Diego and Hugo Almeida.
Last season's finalists Chelsea did themselves no favours with a 1-1 draw at Bordeaux in Group A, which means they are still not assured of avoiding an early exit from Europe's premier club competition.
They looked home and dry after Nicolas Anelka fired them ahead on the hour with a clinical finish but slack defending from a corner allowed Alou Diarra to head in a late equaliser.
Chelsea were under pressure in the dying minutes after Frank Lampard was sent off for a second bookable offence but held on.
AS Roma won 3-1 at CFR Cluj thanks to a Matteo Brighi brace and a third by Francesco Totti to go top of the group on nine points, ahead of Chelsea who have eight and Bordeaux on seven.
"We started the group really badly but today we showed that we deserve to be the leaders," Brighi said, before adding: "We were happy to get two quick goals to set us on the way to victory."
All three sides can go through while Cluj, who made a bright start with four points from their opening two games, are out of Europe after three successive defeats.
In Group D, five time winners Liverpool sealed their passage with a 1-0 home win over Olympique Marseille after captain Steven Gerrard scored his fifth goal in this season's competition.
"We know Gerrard is an offensive midfielder with a very good attacking quality and can score goals. We are pleased with him," Liverpool coach Rafa Benitez told reporters.
Liverpool were joined in the last 16 by Atletico Madrid, who beat PSV Eindhoven 2-1 in an empty Calderon as they served a one-match crowd ban in their home game against Marseille.
Barcelona, the 2006 winners, sealed top spot in Group B after a 5-2 away drubbing of also qualified Sporting while Jadson hit a hat-trick for Shakhtar Donetsk who clinched a place in the UEFA Cup last 32 with a 5-0 home rout of Basel.
Early goals from Thierry Henry and Gerrard Pique sent Barca on their way while Lionel Messi and Bojan Krkic were also on target for the Catalan side either side of a Marco Caneira own-goal.