United entered the match knowing that a draw would be enough to push them through, but they came out at the start of match looking for goals.

Cristiano Ronaldo twice created room for a shot, but misfired in the opening 10 minutes.

The home side looked the more threatening, spending almost the entire opening 20 minutes in Benfica's half of the field. Despite the strong start for United, it was the visitors that found themselves ahead after 27 minutes.

Simao took possession of the ball on the right wing and made a run towards the end-line. He took on defender Patrice Evra before dropping the ball back to Nelson, who fired a shot from the top of the box that sailed past a diving Edwin Van der Sar and into the top-left corner of the net, putting Benfica ahead 1-0.

United thought they had the equalizer in the 30th minute on a corner kick. Ryan Giggs served the ball into the box and Nemanja Vidic headed it towards the back post, where Louis Saha was waiting. The Frenchman headed it towards goal, but keeper Joaoquim Quim kept it out with a sprawling save.

Vidic found the equalizer for the home side right before the halftime whistle. Giggs played a free-kick from the left flank towards the six-yard box. Quim reacted late and Vidic snuck in front of the netminder and headed the ball into the gaping net, tying the score at 1-1.

In the second half United continued to push for more goals, pressing the action and forcing Benfica back on its heels.

Giggs put United ahead in the 61st minute off of a cross from Ronaldo, who beat a defender on the right wing before serving the ball. The Benfica defense was caught ball-watching as Giggs found an opening 10-yards from goal and headed past a helpless Quim for a 2-1 Man. U lead.

Despite the cushion, the Red Devils were not content and added a third goal to put the game away. Darrin Fletcher's corner found the head of Saha at the penalty spot. Saha held off a defender and steered a well-place header past Quim to cap the scoring.

United will go through as the Group F winners, thanks to Celtic dropping a 3-1 decision to Copenhagen at Parkstadion. The Hoops were already assured a spot in the knockout round, but will now advance as runners-up to Manchester United.

Group E was already decided as both Lyon and Real Madrid were the teams moving on. Lyon played to a 1-1 draw with Steaua Bucuresti, while Maksim Shatskikh scored twice for Dynamo Kiev, who earned a 2-2 draw with Madrid. The French powerhouse ends up as group winners while Madrid finishes as runner-up.

In Group G, Arsenal and Porto played to a dull scoreless tie, but both teams will move on as third-place CSKA Moscow suffered a surprising 3-2 loss to previously winless Hamburg. Boubacar Sanogo scored in stoppage time to give the German club something to take away from the competition.

Rounding out Matchday 6 in Group H was group winners AC Milan dropping a 2-0 contest to Lille, who also advances with the Italian club into the next round based on AEK Athens' 2-2 draw against Anderlecht.

The final 16 teams have now been determined for the knockout round, with the draw being announced on Friday December 15.