Waratahs captain Dave Dennis will start at number eight in Friday's encounter against the Crusaders in Christchurch.
The absence of Wycliff Palu, who failed to recover from a knock to the knee in last week's game, has seen head coach Michael Cheika reshuffle his back-row, with Pat McCutcheon taking over on the blindside flank from Dennis in the starting XV.
In the backline, Cheika has reverted to the halves and midfield combinations that brought success against the Brumbies two weeks ago, starting scrum-half Brendan McKibbin and inside centre Rob Horne and naming Matt Lucas and Berrick Barnes on the replacements bench.
Fully recovered from a corked thigh, wing Cam Crawford returns to the starting side in place of Drew Mitchell.
A medial ligament injury to Mitchell Chapman, sustained at training earlier in the week, will see him ruled out for six weeks. Instead, promising youngster Jed Holloway will provide back row cover.
The game will also mark the 50th Super Rugby appearance of hooker John Ulugia.
In the 19 previous meetings between the sides, the Waratahs has won just four and has lost the last 10. The Waratahs last won in Christchurch back in February 2004, when the Phil Waugh-captained side recorded a convincing 43-19 victory over their hosts.
Waratahs: 15 Israel Folau, 14 Cam Crawford, 13 Adam Ashley-Cooper, 12 Rob Horne, 11 Peter Betham, 10 Bernard Foley, 9 Brendan McKibbin, 8 Dave Dennis, 7 Michael Hooper, 6 Pat McCutcheon, 5 Kane Douglas, 4 Sitaleki Timani, 3 Sekope Kepu, 2 John Ulugia, 1 Benn Robinson.
Replacements: 16 Luke Holmes, 17 Paddy Ryan, 18 Will Skelton, 19 Jed Holloway, 20 Matt Lucas, 21 Berrick Barnes, 22 Drew Mitchell.
Date: Friday May 31,
Venue:AMI Stadium, Christchurch
Kick-off: 19.35 (07.35 GMT)
Assistant referees:Richard Kelly, Shane McDermott
Television match official:Glenn Newman