Australian Rugby head coach Ewen McKenzie has made three changes to the Wallabies team to face France including former captain James Horwill named to win his 50th cap.
Veteran hooker Stephen Moore (knee), lock Sam Carter (ankle) and back-row forward Wycliff Palu (ankle) have all been ruled out.
Waratahs hooker Tatafu Polota-Nau replaces Moore, lock James Horwill comes in for Carter and Western Force loose forward Ben McCalman will wear the No 8 jersey.
Medical staff have taken a cautious approach with Palu, who sustained an ankle injury in his milestone 50th game for Australia. He is expected to return for the final game of the series in Sydney on Saturday 21 June.
Replacing Moore is powerhouse NSW Waratahs hooker Tatafu Polota-Nau, who produced a devastating 76 minute performance in Australia's 50-23 victory over the French at the weekend.
Horwill comes in for Carter while Western Force workhorse Ben McCalman continues his breakthrough 2014 campaign with selection at No.8.
Three players are also in line to make their Test debuts with Western Force hooker Nathan Charles and Melbourne Rebels pair Laurie Weeks and Luke Jones all chosen on the bench.
The Rebels will have a strong Melbourne contingent in the Wallabies side for Saturday's match on home soil with Rebels captain Scott Higginbotham another looking to make an impact in the game as a replacement.
Despite a dominant seven-tries-to-two victory in the opening Test, McKenzie said his squad must improve if they are to wrap-up the series against the French.
"France is one of the few one teams in the world who can make a lot of changes and still turn things around quickly in one week. They never stay down for long and will be using the disappointment of the opening Test to motivate them for the second game," McKenzie said.
"We were pleased with our performance on a short preparation but we understand that we must improve if we're going to match a reinvigorated and desperate French line-up on Saturday night.
"It's disappointing to lose three key forwards through injury, but in Tatafu, James and Ben, we're bringing in a collective 126 game of international Test experience. They understand what Test Rugby is all about and will be determined to make the most of the opportunities they're being given.
"A special mention must be made of James, who plays his milestone 50th game for Australia this week. I've seen the many contributions he's made to Rugby in this country over a long period and I couldn't be more pleased to be part of his milestone game on Saturday night.
"Congratulations also to our three potential debutants. It's a huge honour to represent your country and if they get an opportunity from the bench I know they will do this team proud."
Israel Folau, Adam Ashley-Cooper, Tevita Kuridrani, Matt Toomua, Nick Cummins, Bernard Foley, Nic White; Ben McCalman, Michael Hooper (captain), Scott Fardy, James Horwill, Rob Simmons, Sekope Kepu, Tatafu Polota-Nau, James Slipper.
Replacements: Nathan Charles, Pek Cowan, Laurie Weeks, Luke Jones, Scott Higginbotham, Nick Phipps, Kurtley Beale, Pat McCabe.