Waratahs Head Coach Michael Cheika has made four changes the starting team that beat the Brumbies last weekend for this week's clash against the Rebels in Melbourne.
After making an impact from the bench in last week's 28-22 win over the Brumbies, inside centre Berrick Barnes and scrumhalf Matt Lucas come into the starting line up with with Brendan McKibbin and Rob Horne dropping down to 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 winger Tom Kingston.
NSW will be looking to keep their winning record intact, having never lost to the Melbourne side in their five previous encounters.
1. Benn Robinson , 2. John Ulugia , 3. Sekope Kepu , 4. Sitaleki Timani , 5. Kane Douglas , 6. Dave Dennis (c), 7. Michael Hooper , 8. Wycliff Palu , 9. Matt Lucas , 10. Bernard Foley , 11. Drew Mitchell , 12. Berrick Barnes , 13. Adam Ashley-Cooper , 14. Peter Betham , 15. Israel Folau
Replacements, 16. Luke Holmes , 17. Paddy Ryan , 18. Will Skelton , 19. Mitchell Chapman , 20. Brendan McKibbin , 21. Rob Horne , 22. Tom Kingston