Head coach Michael Cheika has made a number of changes to the Waratahs team to take on the Melbourne Rebels at ANZ Stadium on Anzac Day.
Captain Dave Dennis moves to the No 8 role, while Wycliff Palu will start on the bench.
Mitchell Chapman moves into his role at lock and Tatafu Polota-Nau returns to the starting line-up.
Peter Betham keeps his place on the right wing ahead of Taqele Naiyaravoro, after this week announcing his move to England to join Leicester Tigers.
Adam Ashley-Cooper makes his 2nd start since returning from injury at outside centre.
Waratahs: 15 Israel Folau, 14 Peter Betham, 13 Adam Ashley-Cooper, 12 Kurtley Beale, 11 Rob Horne, 10 Bernard Foley, 9 Nick Phipps, 8 Dave Dennis (Captain), 7 Michael Hooper, 6 Jacques Potgieter, 5 Mitch Chapman, 4 Will Skelton, 3 Sekope Kepu, 2 Tatafu Polota-Nau, 1 Benn Robinson
Replacements: 16 Tolu Latu, 17 Jeremy Tilse, 18 Paddy Ryan, 19 Wycliff Palu, 20 Stephen Hoiles, 21 Brendan McKibbin, 22 Matt Carraro, 23 Taqele Naiyaravoro.
Date: Saturday 25 April
Venue: ANZ Stadium, Sydney
Kick-Off: 11:55 SA Time (19:55 AEST, 21:55 NZ Time, 09:55 GMT)
Referee: Rohan Hoffman
Assistant Referees: James Leckie, Ed Martin
TMO: George Ayoub