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 number eight 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 second 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 (c), 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, April 25
Venue: ANZ Stadium, Sydney
Kick-off: 19:55 local (09:55 GMT, 21:55 NZST, 11:55 SAST)
Referee: Rohan Hoffman (Australia)
Assistant Referees: James Leckie (Australia), Ed Martin (Australia)
TMO: George Ayoub (Australia)