In the backline, new signing Bernardo Stortoni starts his first game ahead of Jon Benson, regular fly-half Phil Jones moves in at outside centre, with Jon Prichard moving to the inside, while Peter Jorgensen drops out.
The halfback combination has also changed, with fly-half John Benson starting ahead of Jason Strange, while Mattie Rhodes replaces Jacob Rauluni, who has joined the Fiji team in Australia, at scrum-half.
In the forwards, Geraint Lewis starts at No.8, moving James Cockle to the blindside flank, while John Rawson starts at tighthead prop ahead of Simon Bunting. The latter drops down to the bench.
Rotherham Titans: 15 Bernardo Stortoni, 14 Anthony Elliott, 13 Phil Jones, 12 Jon Pritchard, 11 Joe Ewens, 10 John Benson, 9 Mattie Rhodes, 8 Geraint Lewis, 7 Russell Earnshaw, 6 James Cockle, 5 Glen Kenworthy, 4 Glen Remnant, 3 John Rawson, 2 Chris Johnson (captain), 1 Nick Lloyd.Replacements: 16 Peter Smyth, 17 Simon Bunting, 18 Dan Cook, 19 Pendlebury, 20 Jason Strange, 21 Peter Jorgensen, 22 Strettle.