PARMA, Italy - Hapoel Tel Aviv became the first Israeli team to reach the UEFA Cup quarterfinals with a stunning 2-1 upset win in Parma last night.

Hapoel will now play AC Milan, one of the giants of European club soccer in the next round after they struggled to beat Roda JC Kerkrade of Holland 3-2 on penalties.

Hapoel played the perfect away game, soaking up pressure before hitting their Italian hosts on the break to seal a 2-1 aggregate triumph following last week's goalless draw at Bloomfield.

Parma had plenty of early chances, Emiliano Bonazzoli volleying just over the crossbar and Marco Marchionni going close after rookie goalkeeper Nir Rahamin punched weakly. Israel's under-21 goalkeeper Rahamin, who had made only five league appearances in three years, was in the side in place of Shavit Elimelech, but rarely looked out of place. Hapoel took the lead after 33 minutes when forward Milan Osterc latched onto a mistake by Colombia international Jorge Bolano, skipped past Italy defender Fabio Cannavaro and fired low into the net.

Turkey international Hakan Sukur went close with a header for Parma, but the visitors doubled their lead eight minutes after halftime. As Parma pushed forward in search of an equalizer, Pini Balili found space and fed the ball through to Istvan Pisont who deceived home goalkeeper Sebastien Frey with a powerful shot.

Balili went close again and forced a good save out of Frey, while at the other end Bonazzoli went close with a header.

Parma pulled one goal back six minutes from time when Bonazzoli poked the ball in following a neat cross by Marchionni.

But the hosts paid the price for resting Italy forward Marco Di Vaio until it was too late.

Brought into the action midway through the second half, Di Vaio almost equalized in injury time but was denied by a fine save from Rahamin.

In the last eight, Hapoel will play AC Milan or Roda JC Kerkrade, who meet later on Thursday.

Great achievement

The scenes on the pitch were once again those of celebrating players clad in the traditional red uniform of Hapoel.

"We made history and we have brought happiness and a little satisfaction the the entire Israeli nation," coach Dror Kashtan said afterward.

"All the players performed to a very high level of discipline and their display was awe-inspiring," the coach continued. "After the first goal, I felt that it was going to be an historic night for us."

He was also full of praise for reserve goalkeeper Nir Rachmin who stood in for the suspended Shavit Elimelech. "All the players gave above and beyond what was expected of them, particularly young Nir Rahamin. I knew exactly what he was capable of and today he justified the faith we put in him," Kashtan said.

Istvan Pisont, who scored the second goal, said: "This is a very special moment for me. I'm very tired and I've suffered many injuries, but I'm pleased we made it to the next stage."

Inspirational midfielder Yossi Abuksis was still in shock after the final whistle. "I think we've done something amazing. We went on and played perfectly and we were better than Parma. We knew exactly what we were doing and what we wanted throughout the match," he said.

`Second goal killed us'

Parma coach Pietro Carmignani was generous in defeat. "They were a good squad who knew how to play counter-attacking football well," he said. "We started quite well but we didn't score and when we went behind, we lost composure.

"Their goal in the first half changed the game and it all came from one error that punished us. Their second goal ished us. Their second goal killed us."

Parma paid the price for leaving 20-goal Italy forward Marco Di Vaio on the substitutes' bench for the fourth round, second leg match which attracted less than 6,000 fans, of whom less than 1,400 were Italian.

"We had many chances but after going behind our legs felt heavy," Carmignani said.

In other ties last night, a late strike for PSV Eindhoven gave them a 1-0 aggregate win over Leeds United at Elland Road; Borussia Dortmund edged past Lille on away goals and Valencia made it through 5-2 against Servette Geneva. Inter Milan beat AEK Athens 5-3 on aggregate. to advance. Liberec and Feyenoord are also through.