Arsenal name skipper Thierry Henry on the bench, so Julio Baptista continues to deputise up front and is joined by Emmanuel Adebayor. Former Liverpool defender Jan Kromkamp and ex-Newcastle striker Patrick Kluivert miss out for PSV, but there was a start for China midfielder Sun Xiang.
Manchester United surprisingly leave first-leg scorer Ryan Giggs on the bench, while Mikael Silvestre is preferred to Gabriel Heinze at left-back in the absence of Patrice Evra. Lille, who are without Mathieu Bodmer and Yohan Cabaye, are able to call upon Kader Keita after he missed the first leg through suspension.
Celtic make two changes from the first leg, with Mark Wilson replaced at right-back by Paul Telfer and Jiri Jarosik preferred to Kenny Miller. AC Milan recall Paolo Maldini after he was rested at the weekend.