Barry has been out since sustaining an ankle injury on international duty last week while Milner suffered concussion after a clash of heads in Saturday's win over Wigan.
Nigel de Jong (foot) remains on the sidelines while Italian striker Mario Balotelli is suspended after being sent off against Dynamo Kiev in last season's Europa League.
Man City (from): Hart, Richards, Kompany, Lescott, Clichy, Zabaleta, Savic, Kolarov, K Toure, Barry, Milner, Johnson, Y Toure, Silva, Nasri, Aguero, Dzeko, Tevez, Pantilimon, Taylor.
