The Clarets beat Sheffield United on penalties in the previous round, The Lions defeating Cheltenham Town at The Den 3-1.
Gary Rowett is expected to make changes to his side that beat Rotherham United 1-0 in the Championship at the weekend.
Murray Wallace, Matt Smith and Jon Dadi Bodvarsson could all come into the starting line-up after being called upon from the bench at the weekend.
Ashley Barnes will not be available for Sean Dyche despite making a return to training and reserve-team action, neither will Johann Berg Gudmundsson after being stretchered off in the last round.
The Burnley manager could have James Tarkowski available again after missing Sunday’s defeat at Leicester City.
Robbie Brady is not likely to be risked after sustaining a rib injury at the King Power.
Bialkowski; Romeo, Hutchinson, Cooper, Wallace; Mahoney, Woods, Leonard, Ferguson; Smith, Bodvarsson.
Pope; Lowton, Tarkowski, Dunne, Taylor; McNeil, Brownhill, Westwood, Pieters; Rodriguez, Vydra.
Ones to watch
The battle between big striker Smith and whichever defensive duo line up for the Premier League team will be a very fascinating one to watch.
Smith has yet to start a game in the league this season but has been involved from the off in both of his side’s Carabao Cup games this season, hitting the net twice.
He was the team’s leading goal-scorer in the last campaign and is a lethal threat in front of goal, being constant target from crosses and set pieces.
With Gudmundsson and Brady missing, it would appear that Dwight McNeil will be the only recognised senior wide midfielder in the team on Wednesday.
His direct attacking play makes him a threat out wide with his ability to drive at opposition players, and his end product is usually on point.
Defensively as well, McNeil has the energy to get back and support his teammates in a defensive capacity.
Burnley 3-1 Millwall (08/02/2014)
The last time the two teams met was all the way back in 2014 when the promotion chasing Clarets claimed a 3-1 victory.
Martyn Woolford put The Lions ahead before Danny Ings equalised just two minutes later, before seeing a penalty saved.
Dean Marney fired home from 25 yards to put the Clarets ahead before Ings found the net for the second time to secure three points and move Burnley into the automatic promotion places.
Millwall stayed just one place above the relegation zone, and did survive that season as Ian Holloway guided them to safety.
Burnley were promoted to the Premier League in Dyche’s first full season in charge, alongside Leicester that season.
Where to watch
Fans can watch the game at carabaocup.live for £10, which can be purchased now.
Kick-off is 7pm at The Den on Wednesday.