Waratahs boss Michael Cheika has made three changes to his starting XV for Saturday's clash with the Reds in Brisbane.
In the backline, their are two changes with Matt Carraro replacing Adam Ashley-Cooper at outside centre and Peter Betham comes in on the right wing for Taqele Naiyaravaro, who scored a brace of tries against the Rebels two weeks ago.
The Sydneysiders also welcome back Wycliff Palu, who returns to the number eight position at the expense of veteran back-row Stephen Hoiles who drops down to the replacements bench.
There will be one omission to come from the bench that has been listed.
The Waratahs are back in action after a bye and face a Reds side that suffered an away loss to the Highlanders last weekend.
Waratahs: 15 Israel Folau, 14 Peter Betham, 13 Matt Carraro, 12 Kurtley Beale, 11 Rob Horne, 10 Bernard Foley, 9 Nick Phipps, 8 Wycliff Palu, 7 Michael Hooper, 6 Jaques Potgieter, 5 David Dennis (c), 4 Will Skelton, 3 Sekope Kepu, 2 Tatafu Polota-Nau, 1 Benn Robinson.
Replacements: 16 Tolu Latu, 17 Jeremy Tilse, 18 Paddy Ryan, 19 Sam Lousi, 20 Mitchell Chapman, 21 Stephen Hoiles, 22 Brendan McKibbin, 23 Jono Lance, 24 Taqele Naiyaravoro.
Date: Saturday, March 7
Venue: Lang Park, Brisbane
Kick-off: 18.40 local (08.40 GMT, 21.40 NZST, 10.40 SAST)
Referee: Glen Jackson (New Zealand)
Assistant referees: Rohan Hoffman (Australia), James Leckie (Australia)
TMO: George Ayoub (Australia)