The Waratahs have made one change for the Reds in Brisbane this weekend at Suncorp Stadium with Sitaleki Timani coming in to the starting line up.
Timani replaces Wycliff Palu who has been ruled out through injury.
The big lock will form a Southern Districts second row alongside Kane Douglas, with Dean Mumm moving to the blindside and Dave Dennis taking over at No 8.
"Dave has been one of our form players this year and we are very confident in his all round skill set," said Foley.
"Having him play at No. 8 is not new to us (he played there against the Stormers) and it allows us to pick Sita in the second row alongside Kane."
After an impressive performance last weekend, prop Paddy Ryan earns his second start of the season.
"Paddy's performance against the Brumbies was most pleasing for someone coming back from an extended injury and having played only two club games," said Foley.
"He is a young players who was progressing particularly well before injury and it's excellent to see him pick up where he left off."
With Sekope Kepu still unavailable due to a calf injury, Jeremy Tilse retains his place on the bench.
15. Adam Ashley-Cooper ,14. Lachie Turner ,13. Rob Horne ,12. Berrick Barnes , vice captain,11. Drew Mitchell ,10. Bernard Foley ,9. Grayson Hart ,8. Dave Dennis ,7. Chris Alcock ,6. Dean Mumm ,5. Kane Douglas ,4. Sitaleki Timani ,3. Paddy Ryan ,2. Tatafu Polota-Nau ,1. Benn Robinson , captain
Replacements:,16. John Ulugia ,17. Jeremy Tilse ,18. Lopeti Timani , 19. Jono Jenkins ,20. Brendan McKibbin ,21. Tom Carter ,22. Tom Kingston