Ireland wing Simon Zebo will be handed his first Lions start against the Waratahs on Saturday after only joining the tour this week.
His Test colleague Rob Kearney will make his first appearance of the tour on the bench after recovering from a leg injury that made him unavailable for selection until this point of the tour.
The Lions enter their fifth match of the tour unbeaten following wins against the Barbarians in Hong Kong, Western Force, Queensland Reds and Combined Country. Tour captain Sam Warburton will lead the team.
British & Irish Lions Tour Manager Andy Irvine said: "The tour has now moved on to Sydney, where we face another tough examination in front of a parochial sell-out crowd. The squad has a lot of respect for the Waratahs who have proven down the years to be tough opponents.
"The match represents the final Saturday match prior to the 1st Test in Brisbane. Naturally, the players know that Test places are still up for grabs and they will be eager to press for selection against the Wallabies," Irvine added.
Head Coach Warren Gatland said: "It would be great to remain unbeaten and take that momentum into the first Test. However, more importantly we are looking to finalise key playing combinations and strengthen our patterns of play during the next two matches.
"This match, the fourth of our lead-up matches in Australia, will assist in this process. To beat the Waratahs we know we have to improve on our strong performance last Saturday against the Reds. This side is more than capable of doing that," Gatland mentioned.
British & Irish Lions : 15 Leigh Halfpenny, 14 Sean Maitland, 13 Jonathan Davies, 12 Jamie Roberts, 11 Simon Zebo, 10 Jonathan Sexton, 9 Mike Phillips, 8 Jamie Heaslip, 7 Sam Warburton (captain), 6 Tom Croft, 5 Paul O’Connell, 4 Alun Wyn Jones, 3 Adam Jones, 2 Tom Youngs, 1 Mako Vunipola.
Replacements: 16 Richard Hibbard, 17 Alex Corbisiero, 18 Dan Cole, 19 Geoff Parling, 20 Dan Lydiate, 21 Ben Youngs, 22 Owen Farrell, 23 Rob Kearney.
Date : Saturday, 15 June
Venue : Allianz Stadium, Sydney
Kick-of f: 19.30 (09.30 GMT)
Referee: Jaco Peyper (South Africa)
Assistant referees: Jérôme Garcès (France), Glen Jackson (New Zealand)
TMO: Keith Brown (New Zealand)