FOOTBALL'S transfer tombola threatens to make Liverpool its grand loser as the game's richest clubs tempt away Rafa Benitez's most important players and outbid the Spanish manager for his own targets.

Benitez is close to conceding defeat in his attempts to keep Javier Mascherano after Real Madrid moved for the combative midfielder. He also fears that Fernando Torres could be lost to Chelsea in a £60m heist.

Barcelona were already courting Mascherano when Madrid entered the chase last week. Having set two high watermarks for transfer fees with the £56m purchase of Kaka from AC Milan and their £80m offer for Manchester United's Cristiano Ronaldo, new president Florentino Perez is prepared to pay £38m for the joint transfer of Mascherano and right-back Alvaro Arbeloa. With Mascherano - who is keen to move to either of Spain's premier clubs - valued at £30m, the sum would be a record fee for a holding midfielder.

Benitez is also concerned at the prospect of losing Torres, established as the Premier League's most impressive striker since joining from Atletico Madrid two summers ago. Chelsea inquired about the 25-year-old earlier this year and Benitez believes the London club are now ready to offer as much as £60m. Fearing that Liverpool's hard-up owners Tom Hicks and George Gillett, might struggle to resist, Benitez has made inquiries about Almeira centre-forward Alvaro Negredo as a replacement. Negredo is half-owned by Madrid and available for £15m.

Chelsea are in the market for a marquee signing to launch Carlo Ancelotti's reign as manager. Billionaire owner Roman Abramovich promised to top Madrid's offers for Kaka this month, only for the Brazilian to decide that the Spanish club had a greater status.

While Torres is loyal to Benitez and will not agitate for a move, he recently signed an improved contract which takes him to 2013 without committing to anything more than the option of an additional year at Anfield. Asked about his future while on international duty last week, he said: "I'm very happy with my contract and wouldn't leave just to earn a little more somewhere else where I wouldn't be that happy. To want any more would be greedy and that is not me. As long as Liverpool want me, I will stay."

Having fought to take control of transfer policy, at the expense of Rick Parry's position as chief executive, Benitez finds his dealings hampered by the £350m loan Liverpool's American owners have loaded upon the club.

Benitez has to make an economic case for every proposed transfer. Restrictions have already seen him lose Gareth Barry to Manchester City. Liverpool spent all last summer failing to close a deal and then City took just days to match Aston Villa's asking price and radically improve the England midfielder's personal terms. Benitez has bid for Portsmouth defender Glen Johnson, but more than a third of the England right-back's £17.5m fee would be covered by money owed by Pompey on Peter Crouch's move in 2008. Chelsea have also had an offer accepted, leaving Johnson to choose which club to join.

Spain midfielder Xabi Alonso has given Benitez a further problem. Alonso has antagonised his manager by discussing personal terms with Madrid without official permission. The player admitted that the pound's fall in value against the euro was a factor in considering his future. "Of course we think about it," Alonso said. "When you see your contract down by 30% you cannot be happy."

The pound is worth €1.18, but when Alonso signed a five-year contract in June 2007 it was worth €1.48.