Michael Hooper will captain the Waratahs for the first time this Saturday against the Reds after the late withdrawal of Dave Dennis.
Initially expected to be fit, Dennis has failed to recover from a knee injury sustained in Sunday's bonus-point win over the Western Force.
His place in the starting XV will be taken by Stephen Hoiles, with Pat McCutcheon joining the bench.
Waratahs (revised): 15 Israel Folau, 14 Alofa Alofa, 13 Adam Ashley-Cooper, 12 Kurtley Beale, 11 Peter Betham, 10 Bernard Foley, 9 Nick Phipps, 8 Wycliff Palu, 7 Michael Hooper, 6 Stephen Hoiles, 5 Kane Douglas, 4 Jacques Potgieter, 3 Paddy Ryan, 2 Tatafu Polota-Nau, 1 Benn Robinson.
Replacements (from): 16 Tola Latu, 17 Jeremy Tilse, 18 Sekope Kepu, 19 Will Skelton, 20 Pat McCutcheon, 21 Brendan McKibbin, 22 Rob Horne, 23 Matt Carraro, 24 Jonno Lance.