Peter Betham will take the place of winger Tom Kingston when the Waratahs play their first ever match against the Kings in Port Elizabeth on Saturday.
Following last week's 30-19 loss to the Bulls in Pretoria, Michael Cheika's side will be looking for a win before heading home after their two-match trip to South Africa.
The Head Coach has opted to give Peter Betham a start on the left wing, with Tom Kingston named on an eight-man bench that will be reduced to the final seven replacements later this week.
Also included in the squad is towering Sydney University lock Will Skelton who will be hoping to celebrate his 21st birthday by making his debut in Port Elizabeth the following day.
Super Rugby's 2013 newcomers, the match will be the first meeting between the Waratahs and Southern Kings. The Port Elizabeth-based side has already shown how dangerous it can be by beating the Rebels and Force and Waratahs Assistant Coach Alan Gaffney says the players know they have a battle on their hands.
"The Kings have a hard-working forward pack and they're coached by Alan Solomons, a guy who's been around the block a long, long time, having coached Ulster when I was with Munster, and Northampton in the early 2000s," said Gaffney.
"He's a very astute guy and he's got a hard-working squad with a lot of pace and a strong kicking game - an extremely long and astute kicking game. You saw it against the Rebels, they had ability to kick the ball 65m on the fly - that's a fair kick when you're not at altitude!
"We have got to approach this game as a battle, but that's no different to what we've been doing.
"The attitude in the squad is great, we don't treat any game easier than the next game - you can't in this competition. Over the years there have been too many examples of what can happen if you don't pay everyone the respect they deserve. We won't make that mistake this weekend."
Waratahs: 15 Israel Folau, 14 Cam Crawford, 13 Adam Ashley-Cooper, 12 Rob Horne, 11 Peter Betham, 10 Bernard Foley, 9 Brendan McKibbin, 8 Wycliff Palu, 7 Michael Hooper, 6 Dave Dennis (c), 5 Kane Douglas, 4 Sitaleki Timani, 3 Sekope Kepu, 2 Tatafu Polota-Nau, 1 Benn Robinson.
Replacements: 16 John Ulugia, 17 Paddy Ryan, 18 Will Skelton, 19 Mitchell Chapman, 20 Pat McCutcheon, 21 Matt Lucas, 22 Ben Volavola, 23 Tom Kingston.
Date: Saturday, May 4
Venue: Nelson Mandela Bay Stadium, Port Elizabeth
Kick-off: 17:05 (15:05 GMT)
Referee: Jonathan Kaplan (South Africa)