The Lions have made three changes to their starting line-up to face the Waratahs in Johannesburg this Saturday.
The Lions' three changes are Harold Vorster, Ross Cronjé and Robbie Coetzee all coming into the starting XV.
Vorster is in for Howard Mnisi who injured his knee in the first round clash against the Cheetahs in Bloemfontein last weekend. Mnisi will go under the knife next week after the swelling has subsided.
Dylan Smith has recovered from his shoulder injury and comes in on the bench, as does Sylvian Mahuza.
Cronjé will reach a great milestone this weekend, by playing his 50th Super Rugby game for the Lions.
The Lions will be without Stokkies Hanekom and Koch Marx as they both go out on loan with Hanekom joining the Southern Kings and Marx joining the Griquas.
Lions: 15 Andries Coetzee, 14 Lionel Mapoe, 13 Harold Vorster, 12 Rohan Janse van Rensburg, 11 Courtnall Skosan, 10 Elton Jantjies, 9 Ross Cronjé, 8 Warren Whiteley (c), 7 Ruan Ackermann, 6 Jaco Kriel, 5 Franco Mostert, 4 Andries Ferreira, 3 Ruan Dreyer, 2 Robbie Coetzee, 1 Jacques Van Rooyen
Replacements: 16 Malcolm Marx, 17 Dylan Smith, 18 Johannes Jonker, 19 Lourens Erasmus, 20 Kwagga Smith, 21 Faf de Klerk, 22 Sylvian Mahuza, 23 Jaco vd Walt
Date: Saturday, March 4
Venue: Ellis Park, Johannesburg
Kick-off: 15:05 local (13:05 GMT)
Referee: Jaco van Heerden (South Africa)
Assistant Referees: Quinton Immelman (South Africa), Stuart Berry (South Africa)
TMO: Johan Greeff (South Africa)