Lyon absorbed Fenerbahçe's pressure in the first half before unleashing a wave of attacking play in a thrilling second half which produced goals from Juninho Pernambucano, Cris and Pierre-Alain Frau. The victory takes the French side top on seven points and leaves Fenerbahçe needing to win when the sides meet again on Matchday 4.
 Fenerbahçe coach Christoph Daum started with Pierre van Hooijdonk alone up front, backed by attacking support from Brazilians Márcio Nobre and Alex De Souza. Servet Çetin returned to central defence after a one-match suspension replacing Fatih Akyel, the only change to the side defeated 6-2 at Manchester United FC on Matchday 2.
 Sylvain Wiltord led the attack for Lyon, with Florent Malouda and Sidney Govou offering attacking options in support. Lyon coach Paul Le Guen brought in Eric Abidal at left-back to replace the injured Jérémy Berthod. That was the only change from the side that beat AC Sparta Praha 2-1 away on Matchday 2. Influential midfield player Juninho shrugged off an ankle problem to start.
 With Tuncay Sanli particularly dangerous on the left, Fenerbahçe enjoyed the best of the opening minutes, but never really tested Lyon goalkeeper Grégory Coupet. Lyon looked composed under pressure and had a half-chance when Govou broke free on the right in the 22nd minute, but he shot wide of Rüstü Reçber's right post.
 Tuncay continued to stretch the Lyon left, but a succession of crosses came to nothing. Meanwhile, neat passing in midfield from the French side produced some chances in the penalty area, but the Fenerbahçe back line were in place to clear.
 Tuncay got on the end of a clearance on 40 minutes and unleashed a volleyed drive from outside the box that sailed narrowly over the bar. A minute later Govou had perhaps the best chance of a competitive half when he collected a stray Fenerbahçe pass and tried to lob Rüstü, but the ball fell short and the Turkish international collected cleanly.
 After a cagey opening to the second half, Lyon turned up the heat. At the end of a sweeping move in the 52nd minute, Juninho found Wiltord unmarked to the left of the Fenerbahçe box, but the former Arsenal FC striker sent his shot high over Rüstü's bar.
 The Turkish side nearly scored a minute later when Nobre's shot was blocked. But within seconds Lyon were back in the Turkish area, Mahamadou Diarra forcing a reflex save from Rüstü during a wave of sustained pressure.
 Lyon's determination won its reward in the 55th minute when Juninho drove to the edge of the Fenerbahçe area and planted a right-footed drive in off the underside of the crossbar. Lyon continued to stretch the Turkish back line and claimed a deserved second when defender Cris put a glancing header past Rüstü from close range in the 66th minute.
 Lyon were in complete control, but against the run of play the home side fought their way back into the game, pulling one back in the 68th minute when Nobre slid in to bury a cross at the right post. Fenerbahçe searched for the equaliser but substitute Frau made sure of the points for Lyon when he touched in Govou's cross with three minutes to play.