Samir Nasri has been ill since his starring role against Aston Villa but should be in contention to keep his place, while Aleksandar Kolarov could replace Gael Clichy, who picked up a knock to the ankle at the weekend.
Lescott, Milner and Richards remain sidelined but fellow Englishman Jack Rodwell is back available following a spell out with a hamstring problem.
The full-backs may be the only changes to the side that comprehensively beat Villa on Saturday, with Zabaleta hoping to return in place of Maicon.
Jose Mourinho is only without the South American duo of Gonzalo Higuain and Marcelo, so Benzema will start up front with Coentrao at left-back.
Sami Khedira will hope to start ahead of Modric after scoring from the bench at the weekend, while Di Maria should return in place of Callejon on the right.
Elsewhere the team is likely to remain unchanged from the 5-1 thrashing of Athletic Bilbao on Saturday.
Manchester City know that anything short of a win will see them exit the competition at the group stages once again, and victory over Madrid would be the perfect confidence boost to enable them to dream the impossible.
The hosts are, however, playing a side that are far from assured of qualification themselves and will therefore be holding nothing back on Wednesday night, so this is likely to be the game of the round.
City won't want to leave themselves too open so will hope to pick their chances wisely in the first half. If the game remains in the balance until the latter stages, expect the real entertainment to begin late on as it did in the reverse fixture at the Bernabeu.
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