Manchester City will face four-time kings of Europe Bayern Munich, Villarreal and Napoli in their debut UEFA Champions League campaign.
Roberto Mancini's club were drawn in a tough-looking Group A, but avoided defending champions Barcelona and Italian title-holders AC Milan, who will compete in Group H.
City will begin their campaign against Napoli at the Etihad Stadium on 14th September and will then travel to Bayern 13 days later, before home and away games against Villarreal on 18th October and 2nd November.
Sir Alex Ferguson's Manchester United, defeated finalists in 2011, will be happy after being drawn in Group C along with Benfica, the club United beat to secure their first European Cup in 1968, Basel and Romanian outfit Otelul Galati.
United will face Benfica at the Stadium of Light in their first match on 14th September, before hosting Basel at Old Trafford in their opening home game on 27th September.
Chelsea manager Andre Villas-Boas will prepare his side for meetings with Juan Mata's former club, Valencia, Bayer Leverkusen, where Michael Ballack now plays, and Belgian club Genk in Group E.
Ballack is set to make his return to Stamford Bridge on Matchday One on 13th September, while Mata will be reunited with Valencia in Spain on Matchday Two 15 days later.
After progressing through the play-offs with a win over Udinese, Arsene Wenger's Arsenal will take on Marseille, Olympiakos and German champions Borussia Dortmund in Group F.
The Gunners begin their group matches in difficult fashion with a trip to Dortmund on 13th September, while two weeks later Olympiakos will be the first club to visit Emirates Stadium in the group stages.
Barcelona, who defeated United at Wembley in last season's final in May, and Milan will also take on BATE Borisov and Czech club Viktoria Plzen.
Group D will see Jose Mourinho's Real Madrid, semi-finalists last season, meet Lyon, Ajax and Dinamo Zagreb.
Inter Milan will be confident of progressing to the knockout stages from Group B, where they were drawn with CSKA Moscow, French title-holders Lille and Trabzonspor.
Last season's Europa League winners Porto, Shakhtar Donetsk, Zenit St Petersburg and APOEL Nicosia will compete in Group G.
Which club has the best draw in the Champions League?