Goals by Jose Manuel Rey and Wilson Carpintero gave Caracas a 2-0 lead after a half an hour, but Santos recovered to pull even at the half on goals by Adailton and Ze Roberto -- with a backheel. Ze Roberto's second goal came in the 66th minute as he scored off a one-two with Marco Aurelio.
Gremio beat Sao Paulo, 2-0, on goals by Tcheco and Diego Souza on Wednesday to win the all-Brazilian series, 2-1, on aggregate, while the other two Brazilian teams to reach the knockout phase both are out. Parana could only tie Libertad, 1-1, in Paraguay and went out, 3-2, on aggregate. Flamengo's 2-0 win over Uruguay's Defensor Sporting wasn't enough to make up for a 3-0 loss in the first leg.
Also through to the quarterfinals are Argentina's Boca Juniors, Mexico's Club America, Colombia's Cucuta and Uruguay's Nacional.
Toluca (Mex.) 2 Cucuta (Col.) 0
(Cucuta wins 5-3 on aggregate.)
Colo Colo (Chile) 2 America (Mex.) 1
(Club America wins 4-2 on aggregate.)
Flamengo (Brazil) 2 Defensor Sporting (Uru.) 0
(Defensor Sporting wins 3-2 on aggregate.
Gremio (Brazil) 2 Sao Paulo (Brazil) 0
(Gremio wins 2-1 on aggregate.)
Velez Sarsfield (Arg.) 3 Boca Juniors (Arg.) 1
(Boca Juniors wins 4-3 on aggregate.)
Necaxa (Mexico) 0 Nacional (Uruguay) 1
(Nacional wins 4-2 on aggregate.)
Libertad (Paraguay) 1 Parana (Brazil) 1
Libertad wins 3-2 on aggregate.)
Santos (Brazil) 3 Caracas FC (Venezuela) 2
(Santos wins 5-4 on aggregate.)