The Waratahs have handed the captain's armband to Rocky Elsom in one of seven personnel and three positional changes for the Bulls at Allianz Stadium in Sydney on Friday
Elsom will captain the team for second time after he last led them against the Highlanders in 2007.
The Waratahs have made extensive changes to the team after the lost 23-6 to the Brumbies in Canberra last weekend.
The Bulls clash will be the team's third match in 13 days and, mindful of the demanding trip to South Africa that lies immediately ahead, Head Coach Michael Foley has made a handful of changes.
Dean Mumm returns to the second row after being rotated last week against the Brumbies, whilst on-form flanker Dave Dennis takes a break after starting every match of the season to date.
The change opens the door for skipper Rocky Elsom to return to the starting lineup, after averaging 15 minutes from the bench in the last three matches.
This week also sees the return of centre Rob Horne (following a two-week suspension) and injured flanker Chris Alcock.
"Clearly it's great to have Rob and Chris back in the team," said Foley. Both were first choice players before their enforced absences and return to the starting line up for Friday's match.
Alcock takes over from Jono Jenkins whilst Horne will line up in the centre alongside Adam Ashley-Cooper, with Daniel Halangahu returning to the starting side to assume the No. 15 jersey and Tom Kingston reverting to wing.
"Rob and Adam have had lots of experience in both centre positions and, as play evolves, we will need them both to provide Berrick with support as second receivers."
The match sees several other players get their opportunity to make a bigger impact in this game, after positive performances in recent weeks. Amongst them is former Cheetahs' scrum half Sarel Pretorius, who starts in place of Brendan McKibbin.
"Pretorius has shown great form off the bench and has a good understanding of what's required against the Bulls," said Foley.
The match also represents a first start of the season for hooker John Ulugia, who comes in for Tatafu Polota-Nau.
"What is most important to us is to ensure Taf is 100%," said Foley of the hooker who left the field in the first half of last weekend's match.
"His welfare and value to the squad are critical and with a borderline decision like this, we've taken the position that the risk is not worth it.
"John showed in his starting game last year against the Force at the SFS what he is capable of," he added.
With Damien Fitzpatrick out with a knee injury, Ulugia's elevation sees newcomer Josh Mann-Rea make his first appearance in a NSW match day 22 since 2003.
A former Australian Schoolboy, U19 and U21 and Junior Waratah, the 31-year-old Manly hooker has been training with the squad since April, having previously spent three years with Japanese club Kyden Voltex.
15. Daniel Halangahu ,14. Tom Kingston ,13. Rob Horne ,12. Adam Ashley-Cooper ,11. Atieli Pakalani ,10. Berrick Barnes (VC) 9. Sarel Pretorius ,8. Wycliff Palu ,7. Chris Alcock,6. Rocky Elsom (C), ,5. Kane Douglas ,4. Dean Mumm ,3. Sekope Kepu ,2. John Ulugia ,1. Benn Robinson
Replacements:16. John Mann-Rea ,17. Jeremy Tilse ,18. Sitaleki Timani ,19. Lopeti Timani ,20. Dave Dennis ,21. Brendan McKibbin ,22. Tom Carter