* Barca draw Milan in Champions League
* Man United face old rivals Benfica (Adds quotes)
Holders Barcelona have been drawn with seven-times European Cup winners AC Milan plus outsiders BATE Borisov of Belarus and Viktoria Plzen of Czech Republic in the group stage of the Champions League.
Manchester United, beaten in last season's final at Wembley Stadium, were drawn on Thursday with Benfica, the team they beat in the 1968 final at Wembley, Basel and Romanians Otelul Galati who are making their debut in the competition.
Manchester City, the world's richest club thanks to owner Sheikh Mansour of Abu Dhabi and playing in the Champions League for the first time, were drawn with four-times European Cup winners Bayern Munich, Villarreal and Napoli.
New boy Sergio Aguero, City's record 38 million pounds ($61.81 million) signing, faces a trip to Napoli, the former club of father-in-law Diego Maradona.
"This is the toughest group of the whole draw," Bayern coach Jupp Heynckes told his club's website (www.fcbayern.t-home.de). "I know Villarreal and Napoli and they are absolute top teams.
"As for Manchester City ... they have boosted their squad and are desperate for European success. We will be challenged in every single game and have to be fully focused."
Real Madrid, European champions a record nine times, face perennial opponents Olympique Lyon along with Ajax Amsterdam and Dinamo Zagreb, back in the competition after a 12-year absence.
Trabzonspor, brought in on Thursday after the Turkish FA withdrew Fenerbahce because of match-fixing allegations, will play in the same group as 2010 champions Inter Milan, CSKA Moscow and Lille.
The group stage starts on Sept. 13-14, with the final set for Munich on May 19.
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