Aston Villa will be without out three of their top stars for this Worthington Cup game against the holders at Stamford Bridge.

Mark Bosnich misses the game through injury while Villa boss John Gregory has decided to rest Gareth Southgate and Paul Merson.

However, newcomer Steve Watson is set to make his debut and Mark Draper, Julian Joachim, and Riccardo Scimeca will all be in the starting line-up

On the other side Dan Petrescu is hoping to make his return for Chelsea after missing the 0-0 draw at Leeds on Sunday.

Derby v Arsenal

Arsenal are set to field a side heavy on reserve players when they meet Derby in the Worthington Cup.

Gunners' boss Arsene Wenger is sticking with his policy of resting his star players in the early rounds of the competition.

New £3m Swedish signing Fredrik Ljungberg will be the only starter from the team which began the game at Blackburn on Saturday.

Derby will be without three internationals. Danish defender Jacob Laursen has joined Norweigan midfielder Lars Bohinen and Italian Stefano Eranio on the casualty list.

Stefan Schnoor is likely to continue in a defensive role, while former England defender Tony Dorigo is set to make his full Derby debut.

Manchester United v Bury

United will be without most of their regular big names for this cup fixture at Old Trafford.

The Reds are expected to field a side including: Ole Gunnar Solskjaer, Jordi Cruyff, Nicky Butt and Henning Berg.

Bury boss Neil Warnock is likely to keep faith in the side which lost at Sunderland on Saturday.

A possible change could be the return in central defence of former Manchester City player Steve Redmond, following suspension.

There may also be a place for Lutel James, a striker signed on a £200-a-week basis from Hyde United last week.

Leeds v Bradford

Bradford boss Paul Jewell is in a strong position for this Worthington Cup game.

David O'Leary's first Leeds game as manager is a "no win match"

His team selection for this Elland Road derby has been unhindered by injury worries.

The squad is set to include: Jamie Lawrence, Mark Prudhoe, Edinho and Ashley Westwood.

Leeds are without a win from their last seven games. They have also managed just one goal in four matches.

England international Nigel Martyn will once again be missing due to a rib injury. His place in goal will be taken again by 19-year-old Paul Robinson.

Birmingham v Wimbledon

Birmingham, unbeaten in their last six games, have a doubt over midfielder Martin O'Connor, who is struggling with a knee injury.

Chris Holland is on stand-by to replace O'Connor in this Worthington Cup third round tie.

Central defender and skipper Gary Ablett will also be hoping for a recall after beginning the last two games on the bench.

Wimbledon's Efan Ekoku, who is troubled by a hamstring injury, has been given a 50/50 chance of playing.

Other fixtures being played on Wednesday include:

Worthington Cup third round

• Crewe v Blackburn

• Motherwell v Rangers
• Dundee v Dunfermline