Last week's hammering by Harlequins has taken its toll, with prop Colin Noon requiring an operation on a ruptured calf – Christian Loader coming in to take his place.
Glen Kenworthy picked up bruising on the chest and is replaced by Dan Cook, while former Orrell and England 'A' fly-half Phil Jones makes his Premiership debut in the No.10 shirt.
In the only other change, Neil Spence is preferred to Russell Earnshaw at openside, in what is the first ever Yorkshire derby in the Premiership's history.
Rotherham Chief Executive Jim Kilfoyle, speaking of the emphatic loss at home to Harlequins on Saturday said: "Last week was an immensely disappointing performance – with over 65 percent of the possession being regularly given away, enabling Harlequins to break from deep and score 27 points by half-time from our possession.
"Everyone is aware of what went wrong, and [coach] Mike Schmid has worked hard with the squad at eradicating those errors."
Of Friday's all-Yorkshire affair at Headingley, he added: "This week presents an enormous challenge in the first ever Yorkshire Derby at this level.
"Leeds have acquired a formidable reputation at Headingley, and they will be as keen for their first win of the season as we will be.
"It will be a test of nerve and resolve in front of a large Yorkshire Crowd. We are happy with the squad that we have picked, all experienced players, and in particular the debut of Phil Jones will add a touch of further excitement.
"He is an exciting player with a very good kicking game, and it is for this reason he has been selected ahead of Jason Strange."
Rotherham Titans: 15 Jon Benson, 14 Anthony Elliott, 13 Joe Ewens, 12 Peter Jorgensen, 11 Michael Wood, 10 Phil Jones, 9 Jacob Rauluni, 8 Geraint Lewis, 7 Neil Spence, 6 Leon Greeff, 5 Luke Gross, 4 Dan Cook, 3 Christian Loader, 2 Chris Johnson (captain), 1 Nick Lloyd. Replacements: 16 Peter Smyth, 17 Derek Jelley, 18 Simon Bunting, 19 Russell Earnshaw, 20 Craig Short, 21 Charlie Harrison, 22 Jon Pritchard.
Kick-off: 20.00 (19.00 GMT)