Roma are relying on Francesco Totti, Mirko Vucinic and Alexander Doni against Shakhtar Donetsk.
The Giallorossi are in crisis after two consecutive Serie A defeats, but hope to turn the tide in the Champions League Round of 16.
Claudio Ranieri is forced into some changes, as Julio Sergio was ruled out with an ankle injury to join long-term absentees David Pizarro and Adriano.
Marco Borriello is left on the bench in favour of Vucinic, Totti and Menez in attack.
Philippe Mexes is suspended in Serie A, but can play in Europe, so bolsters the defence.
Shakhtar topped their group in the first round and hope to cause an upset at the Stadio Olimpico.
Fernandinho is still out after breaking his leg in September, while Olexandr Kucher is also sidelined.
Coach Mircea Lucescu has chosen a 4-2-3-1 system with Luiz Adriano the sole centre-forward.
Roma: Doni; Cassetti, Mexes, N Burdisso, Riise; Perrotta, De Rossi, Taddei; Menez; Totti, Vucinic
Roma bench: Lonbont, Juan, Castellini, Brighi, Greco, Simplicio, Borriello
Shakhtar Donetsk: Pyatov; Srna, Chygrynskiy, Rakitskiy, Rat; Mkhitaryan, Hubschman; Douglas Costa, Jadson, Willian; Luiz Adriano
Shakhtar bench: Khudzhamov, Eduardo, Ishchenko, Vitsenets, Stepanenko, Chyzov, Alex Teixeira