Cape Town - Springbok forward Jacques Potgieter will start at No 6 for the Waratahs when they host the Melbourne Rebels in Sydney on Friday.
The former Bulls enforcer started at lock in their 28-23 loss to the Brumbies in Canberra last week.
In all, coach Michael Cheika made four changes to the starting line-up.
He has selected Sekope Kepu to start at loosehead prop, while the Waratahs' biggest ever player, Will Skelton, returns at lock, pushing Potgieter to flank and Dave Dennis to No 8.
Benn Robinson slips back to the bench to allow Wallaby prop Kepu his first run on start of 2014.
“I just wanted to try this combination, I thinks Keps has played well and was unlucky to miss out in the first place. He’s done what he needs to do to force his way back in the side,” Cheika told the Waratahs' official website
Kepu isn’t about to let his coach down, promising: “I’ll leave no stone unturned to get it right.”
He packs down alongside Paddy Ryan and hooker Tatafu Polota-Nau, who’ll become the sixth most capped 'Tahs player in history, when he takes to the field on Friday.
In the reshuffled pack, Skelton will join the durable Kane Douglas at lock, whilst the back-row will comprise blindside flank Potgieter, Michael Hooper, who earns his 50th Super Rugby cap at openside, and skipper Dave Dennis at No 8.
If he comes on from the bench, Wycliff Palu will earn his 99th New South Wales state cap against Melbourne.
“We’ve got to make sure we use Cliff correctly and he’ll definitely contribute at the back end of the game,” stated the coach.
Scrumhalf Nick Phipps takes on his old team for the first time in Super Rugby, since joining the Waratahs at the start of this season.
“I’ve got a lot of friends down there but it won’t be any different to playing any other Australian franchise,” claimed the No 9.
In the midfield, Bernard Foley will wear the No 10 jumper and Kurtley Beale, also lining up against his old side, will wear No 12. Adam Ashley-Cooper is at outside centre and the back three of Peter Betham, Alofa Alofa and Israel Folau remains the same.
Of the two teams' six previous meetings, the Waratahs had been unbeaten until last season when the Rebels recorded their first ever win.
Kick-off is at 10:40 (SA time) on Friday.Teams:Waratahs:
15 Israel Folau, 14 Alofa Alofa, 13 Adam Ashley-Cooper, 12 Kurtley Beale, 11 Peter Betham, 10 Bernard Foley, 9 Nick Phipps, 8 Dave Dennis (captain), 7 Michael Hooper, 6 Jacques Potgieter, 5 Kane Douglas, 4 Will Skelton, 3 Paddy Ryan, 2 Tatafu Polota Nau, 1 Sekope Kepu.
Substitutes (from): 16 Tolu Latu, 17 Jeremy Tilse, 18 Benn Robinson, 19 Wycliff Palu, 20 Stephen Hoiles, 21 Brendan McKibbin, 22 Rob Horne, 23 Matt Carraro, 24 Pat McCutcheon, 25 Jonno LanceRebels: