Roberto Carlos and Jose Maria ''Guti'' Gutierrez scored late goals yesterday as Real Madrid, the defending champions, came back from being a goal down to beat Bayer Leverkusen 3-2 in the Champions League.

Carlos reached a ball from Leverkusen's Jens Nowotny in 74 minutes to score the winner, drilling a powerful roller inside the right post after he was suddenly through for a clear shot at the goal.

It was the Brazilian's second of the match, third in this year's competition and gave Madrid the first victory on German soil since 1955.

Carlos also blasted a free kick through a hole in the wall of German defenders in 32 minutes, while Guti equalised, volleying a free kick by team-mate Ivan Higuera inside the right post.

It was the first victory by Madrid on German soil since 1955, and moved them close to advancing into the next round with seven points in three matches in Group A. Leverkusen now have three.

With two goals from Brazilian forward Giovanni, Olympiakos Piraeus beat Heerenveen of Holland 2-0, also taking a step toward a place in the next round.

It was Greek champion's second victory in Group C of the competition, after beating France's Lyon 2-1 last week. However, they lost 2-1 to Valencia in the opening match.

The Piraeus club now has six points, while Heerenveen is still pointless.

There were few scoring chances in the first half as both teams played conservatively with Heeren-veen's tight pressing playing a key role.

The Dutch team surprised the Greek side with an attacking spell at the beginning of the game, forcing Olympiakos' keeper Dimitris Eleftheropoulos to make two decisive saves to stop attempts by Mika Nurmela.

In 30 minutes, it was Dutch keeper Ronnie Vonk's turn to make a similar save to a blistering shot by Yugoslav Midfielder Predrag Djordjevic.

One minute before the end of the half, a shot by Danish forward Daniel Jensen went wide, scraping past Eleftheropoulos' left upright.

Cheered on by 45,000 supporters at Athens' Olympic stadium, Olympiakos went on the offensive in the second period.

In 52 minutes, Brazilian striker Luciano crossed from the right and fellow-Brazilian Giovanni headed in Olympiakos' first goal.

Giovanni made it 2-0 with another header off a corner kick from Sweden midfielder Johan Zetterberg in 69 minutes.

It was Giovanni's third goal this season in the Champions League.

In the last 10 minutes, the Dutch players launched desperate attacks but Olympiakos' defense checked them all.