It was a nightmare draw for Arsene Wenger's side which saw them grouped with Marseille, last season's runners-up Borussia Dortmund and big spending Italian side Napoli.
Arsenal have a tremendous record in recent years of advancing from the group stage, but the task this season will be particularly difficult, despite being among the top seeds.
Elsewhere, Manchester City, who were among the third seeds, had been fearing their own 'group of death'. While they will have to play holders Bayern Munich, they may feelthey've got off lightly with the other sides in their group CSKA Moscow and Viktoria Plzen.
David Moyes' first foray into Champions League football with Manchester United will see his side take on Shakhtar Donetsk, Bayer Leverkusen and Real Sociedad.
Chelsea have probably the easiest draw of the Premier League teams. They will play Schalke, FC Basel and Steaua Bucharest.
For Scottish champions Celtic - they will face another daunting trip to Barcelona, as they did last season, as well as incredibly tough ties against AC Milan and Ajax.
Champions League groups...
Group A: Manchester United, Shakhtar Donetsk, Bayer Leverkusen, Real Sociedad
Group B: Real Madrid, Juventus, Galatasaray, Copenhagen
Group C: Benfica, PSG, Olympiakos, Anderlecht
Group D: Bayern Munich, CSKA Moscow, Manchester City, Viktoria Plzen
Group E: Chelsea, Schalke, FC Basel, Steaua Bucharest
Group F: Arsenal, Marseille, Borussia Dortmund, Napoli
Group G: Porto, Atletico Madrid, Zenit, Austria Wien
Group H: Barcelona, Milan, Ajax, Celtic