Waratahs coach Michael Cheika has made four changes to the starting XV to play the Rebels in Melbourne this Friday.
After making an impact from the bench in last week's 28-22 win over the Brumbies, scrumhalf Matt Lucas and inside centre Berrick Barnes earn starts this week - with Brendan McKibbin and Rob Horne included amongst the replacements.
John Ulugia is named at hooker, after Tatafu Polota-Nau fractured his forearm in last week's game.
Alongside him, prop Sekope Kepu returns to the run-on side, whilst Paddy Ryan is named on the bench.
The other additions to the matchday 22 are replacement hooker Luke Holmes from Warringah and Sydney University wing Tom Kingston.
The squad travels to Melbourne on Thursday ahead of Friday's Super Rugby Round 15 match against the Rebels.
The Waratahs will be looking to keep their winning record intact, having never lost to the Melbourne side in their five previous encounters.
Waratahs: 15 Israel Folau, 14 Peter Betham, 13 Adam Ashley-Cooper, 12 Berrick Barnes, 11 Drew Mitchell, 10 Bernard Foley, 9 Matt Lucas, 8 Wycliff Palu, 7 Michael Hooper, 6 Dave Dennis, 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 Mitchell Chapman, 20 Brendan McKibbin, 21 Rob Horne, 22 Tom Kingston.
Date: Friday, May 24
Venue: AAMI Park, Melbourne
Kick-off: 19.40 (09.40 GMT)
Referee: Garratt Williamson (New Zealand)
Assistant referees: Rohan Hoffmann (Australia), Matt O'Brien (Australia)
TMO: Peter Marshall (Australia)