Milan were paired with Barcelona, BATE Borisov and Viktoria Plzen. Inter face CSKA Moscow, Lille and Trabzonspor, but Napoli have Manchester City, Villarreal and Bayern Munich!
Inter are in Group B along with CSKA Moscow, French outfit Lille and Trabzonspor. The Turks were only included on Thursday after Fenerbahce pulled out.
Milan are in Group H with reigning champions Barcelona, so the toughest possible draw for Massimiliano Allegri's men. It also allows Zlatan Ibrahimovic to face his former club.
BATE Borisov of Belarus and Czech first timers Viktoria Plzen complete Group H, so the Rossoneri hope to split the group and qualify in the top two fairly easily.
Napoli are in Group A, also the worst they possibly could've drawn, but it is an almost all-Italian affair. They face Bayern Munich, the Manchester City of Roberto Mancini and Mario Balotelli, plus Giuseppe Rossi's Villarreal.
The draw for the group phase of the Champions League was held in Montecarlo this afternoon with three Italian clubs taking part, as Udinese were eliminated by Arsenal in the play-offs.
Inter were in Pot 1, while Milan dropped to Pot 2 after both Bayern Munich and Arsenal got through the preliminary round. Napoli were in Pot 4, as it was their first European Cup entry in 20 years.
Trabzonspor were introduced on Thursday after fellow Turkish side Fenerbahce were removed from the draw due to a match-fixing investigation.
Elsewhere, Luciano Spalletti's Zenit St Petersburg face Shakhtar Donetsk, Porto and APOEL.
Zenit St. Petersburg