Dave Dennis will captain a Waratahs side that includes Rob Horne for their clash with the British and Irish Lions.
One of two Wallabies released for this game by Robbie Deans, Dennis and Horne will add a valuable 29 caps of Test experience to the young squad that last week defeated a favoured Force side in Perth for the first time in Super Rugby.
With NSW looking to record their first win over the Lions since their 18-14 victory in 1959, additional breakdown nous will be provided by the return of combative openside Pat McCutcheon. He was expected to captain last week's side before being withdrawn through injury. Now fully recovered from the knee knock, the club captain and former Australia Sevens captain is the third and final change to last week's run-on side.
Although still missing 11 international players, the changes mean that Head Coach Michael Cheika has been able to field a side boasting four international players, with 63-cap Wallabies winger Drew Mitchell starting at full-back and prop Paddy Ryan, who made his Test debut in the 2012 November Tour against France, playing at tighthead.
"This is a once in a lifetime opportunity and we want it to be something worth remembering. We're going to go for it, we can't be looking for a glorious defeat. As a player, you want to say that you played in an international-level fixture and you made something of it," said Cheika.
Following the announcement that Warren Gatland had picked a strong side, led by tour captain Sam Warburton, Cheika added: "We're playing against a team with a massive artillery. Obviously I'd like to have all our international players available but fair play to the ARU to giving us Dave and Rob back and for releasing Bernard and Matt from the sevens.
"We've been all about trying to develop a winning attitude, no matter who's in the jersey. The odds are against us, massively, but we'll try and buck them. As long as there's a chance, we'll take it. Anything in red that moves, we'll have a crack at. We need to play our game and do it as best we can and see what happens."
Waratahs: 15 Drew Mitchell, 14 Cam Crawford, 13 Rob Horne, 12 Tom Carter, 11 Peter Betham, 10 Bernard Foley, 9 Brendan McKibbin; 8 Dave Dennis (capt), 7 Pat McCutcheon, 6 Jed Holloway, 5 Ollie Atkins, 4 Will Skelton, 3 Paddy Ryan, 2 John Ulugia, 1 Jeremy Tilse.
Replacements: 16 Luke Holmes, 17 Richard Aho, 18 Sam Talakai, 19 Lopeti Timani, 20 AJ Gilbert, 21 Matt Lucas, 22 Ben Volavola, 23 Tom Kingston.
Date: Saturday, June 15
Venue: Allianz Stadium, Sydney
Kick-off: 19.40 (local)
Referee: Jaco Peyper (South Africa)
Assistant referees: Jérôme Garcès (France), Glen Jackson (New Zealand)
Television match official: Keith Brown (New Zealand)
Assessor: Scott Young/Andrew Cole (Australia)