GROUP F: With Real already qualified and another tough league match against Deportivo Coruna in prospect at the weekend, coach Carlos Queiroz is likely to rest key players.
Striker Javier Portillo should replace Raul, while Esteban Cambiasso, Santiago Solari and Antonio Nunez are all likely to play, giving midfielders David Beckham, Ivan Helguera and Zinedine Zidane a chance to recover from niggles.
Porto will be without suspended captain Jorge Costa and midfielder Maniche. They will be replaced by Ricardo Costa and Ricardo Fernandes.
Partizan Belgrade will miss Nigeria defender Taribo West, sidelined with a knee injury, but will be bolstered by midfielder Vladimir Ivic's return to fitness.
Lothar Matthaeus is likely to field an attacking 3-5-2 formation with Ivic and skipper Sasa Ilic orchestrating in midfield.
Marseille picked up a number of injuries in their 2-1 defeat by Monaco on Friday but keeper Vedran Runje and centre back Philippe Christanval should be fit.
GROUP H:
With qualification already assured and Sunday's Intercontinental Cup final in Tokyo looming, AC Milan will be fielding a second-string team.
Celta are without inspirational midfielder Alexander Mostovoi - out till the New Year with a thigh strain - in their bid to finish second. Coach Miguel Angel Lotina is likely to use Jesuli and Gustavo Lopez to support Savo Milosevic up front.
Bruges striker Andres Mendoza and midfielders Alin Stoica and Serhiy Serebrennikov are all injured, while forwards Rune Lange and Bengt Saeternes are doubtful after being ill.
Ajax also have several walking wounded and coach Ronald Koeman said: "It will be a tough night in Bruges. Both sides have to go for a win, because I don't expect any help from Milan, so we have to prove that we belong in the next phase."
