Yaya Toure takes the armband and Richards starts at the back as Mancini makes seven changes from midweek, while O'Neill makes one change from last week as Cuellar replaces Bramble
Only Joe Hart, Pablo Zabaleta, Yaya Toure and David Silva survive from the starting line up on Wednesday. Captain Vincent Kompany misses out with injury with Toure taking the armband.
Sergio Aguero starts on the bench as Mancini pairs Mario Balotelli and Carlos Tevez in attack, with James Milner coming in for the injured Javi Garcia in midfield.
Sunderland boss Martin O'Neill makes just the one change from the side that gave the Black Cats their first league win of the season against Wigan last weekend. Carlos Cuellar replaces Titus Bramble at the heart of the defence.Manchester City: Hart; Zabaleta, Richards, Lescott, Kolarov; Milner, Y. Toure, Barry, Silva; Balotelli, Tevez.
Subs: Pantilimon, Clichy, K. Toure, Rodwell, Nasri, Aguero, Dzeko.
Sunderland: Mignolet; Gardner, Cuellar, O'Shea, Rose; Johnson, Larsson, Colback, McClean; Sessegnon; Fletcher.
Subs: Campbell, Kilgallon, Vaughan, Meyler, Bramble, Saha, Westwood.