Sharks head coach Jake White has named Frans Steyn at fly-half for their Super Rugby meeting with the Rebels at AAMI Park in Melbourne on Friday.
Steyn replaces Tim Swiel in the number ten jersey while Heimar Williams steps in at inside centre alongside Paul Jordaan for their tour opener.
In other changes to the side that started against the Highlanders last week, Jean Deysel and Bismarck du Plessis are back from niggles.
"We want to bounce back," explained White.
"It doesn't matter who it is, it's not the Rebels we're targeting. When we lost to the Bulls, we won the next game against the Waratahs. This week we need to make sure that regardless of who we're playing, we need to be better than we were last week to get a result.
"We must remember that although we beat them comfortably last year in Durban, we're playing them in Melbourne, they are a good team playing at home They've picked up some good wins this year, they beat the Brumbies in Melbourne.
"We want to get our tour off to a good start and take momentum through the tour and in order to do that we need to get a win in the first game."
Sharks: 15 Lwazi Mvovo, 14 Odwa Ndungane, 13 Paul Jordaan, 12 Heimar Williams, 11 JP Pietersen, 10 Frans Steyn, 9 Charl McLeod, 8 Ryan Kankowski, 7 Jean Deysel, 6 Marcell Coetzee, 5 Stephan Lewies, 4 Willem Alberts, 3 Jannie du Plessis, 2 Bismarck du Plessis (capt), 1 Tendai Mtawarira.
Replacements: 16 Kyle Cooper, 17 Dale Chadwick, 18 Lourens Adriaanse, 19 Etienne Oosthuizen, 20 Keegan Daniel, 21 Cobus Reinach, 22 Fred Zeilinga, 23 SP Marais.
Date: Friday, May 2
Kick-off: 19:40 local (10:40 BST, 09:40 GMT)
Venue: AAMI Park, Melbourne
Referee: Andrew Lees (Australia)
Assistant referees: Rohan Hoffmann (Australia) , James Leckie (Australia)
Television match official: Peter Marshall (Australia)