|France||7 clubs (selected by performance in the Top 14 and the PRO D2): Bayonne, Biarritz Olympique, Stade Francais Paris, Grenoble, Bordeaux-Bègles, Oyonnax (PRO D2 champions), Brive (promoted from PRO D2)|
|England||6 clubs (selected by performance in Aviva Premiership and the Championship): Bath Rugby, London Wasps, London Irish, Sale Sharks, Worcester Warriors, Newcastle Falcons (promoted from the Championship)|
|Italy||4 clubs (selected by performance in the Eccellenza): Rugby Mogliano (champions), I Cavalieri Prato, Rugby Viadana, Cammi Rugby Calvisano|
|Wales||1 club (selected by performance in the RaboDirect PRO12): Newport Gwent Dragons|
|Romania||1 invited club: Bucharest Wolves|
|Spain||1 invited club: Olympus Rugby XV|
The knockout stage of the Amlin Challenge Cup includes the third, fourth and fifth ranked Heineken Cup pool runners-up.