Dean Mumm will make his return for the Waratahs off the bench this weekend as they make two changes against the Lions.
The suspensions of Tolu Latu and Will Skelton have seen Michael Cheika bring in two new faces in the front five, with starts for Hugh Roach, his first in Super Rugby, and Mitchell Chapman.
Other than that it's the same team that beat the Crusaders last time out to help the Waratahs to the top of the Australian conference.
On the bench Mumm is included after joining from Exeter, as he bids to be part of the Wallaby World Cup squad. David Porecki is the other new face on the bench, stepping into Roach's spot.
Waratahs: 15 Israel Folau, 14 Taqele Naiyaravoro, 13 Adam Ashley-Cooper, 12 Kurtley Beale, 11 Rob Horne, 10 Bernard Foley, 9 Nick Phipps, 8 Wycliff Palu, 7 Michael Hooper, 6 Stephen Hoiles, 5 Dave Dennis, 4 Mitchell Chapman, 3 Sekope Kepu, 2 Hugh Roach, 1 Benn Robinson
Replacements: 16 Dave Porecki, 17 Jeremy Tilse, 18 Paddy Ryan, 19 Jaques Potgieter, 20 Dean Mumm, 21 Patrick McCutcheon, 22 Brendan McKibbin, 23 Matt Carraro
Date: Saturday, May 30
Venue: Emirates Airlines Park, Johannesburg
Kick-off: 19:10 local (03:10 AEST, 05:10 NZST, 17:10 GMT)
Referee: Jaco Peyper (South Africa)
Assistant referees: Jaco van Heerden, Pro Legote (both South Africa)
TMO: Johan Greeff (South Africa)