Waratahs head coach Daryl Gibson has made a number of changes to his side that will face the Brumbies for the return fixture at Allianz Stadium on Saturday.
Kurtley Beale returns from injury and will slot in at inside centre. Matt Carraro replaces the injured Zac Guilford on the left wing.
A positional change sees Israel Folau being shifted from full-back and will pair up with Beale in the midfield, this makes way for Andrew Kellaway to earn his first start as he comes in at full-back.
In the forwards, Will Skelton forms a second-row pairing with Dean Mumm. Young prop Tom Robertson has also been afforded his debut start.
Waratahs: 15 Andrew Kellaway, 14 Reece Robinson, 13 Israel Folau, 12 Kurtley Beale, 11 Matt Carraro, 10 Bernard Foley, 9 Nick Phipps, 8 Jed Holloway, 7 Michael Hooper (c), 6 Jack Dempsey, 5 Will Skelton, 4 Dean Mumm, 3 Tom Robertson, 2 Hugh Roach, 1 Benn Robinson
Replacements: 16 James Hilterbrand, 17 Paddy Ryan, 18 Angus Ta’avao, 19 Sam Lousi, 20 Wycliff Palu, 21 David Dennis, 22 Matt Lucas, 23 David Horwitz
Date: Saturday, April 16
Venue: Allianz Stadium, Sydney
Kick-off: 19:45 local (09:45 GMT)
Referee: Nick Briant
Assistant Referees: Brendon Pickerill, Michael Hogan
TMO: Ian Smith