Game marks 50th Super Rugby appearance of Ulugia
Captain Dave Dennis will start at No.8 as the Waratahs bid to record their first win over the Crusaders in Christchurch since 2004 this Friday.
The absence of Wycliff Palu, who failed to recover from a knock to the knee in last week's loss to the Rebels, has seen coach Michael Cheika reshuffle his back row - with Pat McCutcheon coming in to the starting XV on the blindside flank.
In the backline, Cheika has reverted to the halves and midfield combinations that brought success against the Brumbies two weeks ago, starting scrumhalf Brendan McKibbin and inside centre Rob Horne - naming Matt Lucas and Berrick Barnes on the 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 the Eastern Suburbs forward ruled out for six weeks.
Instead, Southern Districts' youngster Jed Holloway will provide back row cover.
The game will also mark the 50th Super Rugby appearance of hooker John Ulugia.
The squad travels to Christchurch Thursday, ahead of Friday's Super Rugby Round 16 match against the Crusaders.
In the 19 previous meetings between the sides, NSW 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 the Cantabrian side.
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 (captain), 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 (17.35 AEST; 07.35 GMT)
Referee: Glen Jackson
Assistant referees: Richard Kelly, Shane McDermott
TMO: Glenn Newman